EXHIBIT 10.1


 


EXECUTION VERSION


 


AMENDMENT NO. 2 TO CREDIT AGREEMENT


 


This Amendment
No. 2 to Credit Agreement, dated as of June 29, 2018 (this “Amendment”), is entered into by and among
Arconic Inc., a Delaware corporation (“Arconic”), the lenders party to this Amendment (the “Lenders”)
(as defined below), Citibank, N.A. and JPMorgan Chase Bank, N.A. (each, an Issuer with respect to the L/C Commitments under the
Existing Credit Agreement referenced below), Citibank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative
Agent”) and JPMorgan Chase Bank, N.A., as syndication agent. Capitalized terms used but not otherwise defined herein
have the meanings assigned to such terms in the Existing Credit Agreement referenced below.


 


WITNESSETH:


 


WHEREAS, reference is
made to that certain Five-Year Revolving Credit Agreement, dated as of July 25, 2014 (as amended and extended by the letter agreement,
dated June 5, 2015, and as further amended pursuant to Amendment No. 1 to Credit Agreement, dated as of September 16, 2016, the
 “Existing Credit Agreement”; the Existing Credit Agreement, as amended by this Amendment, the “Credit
Agreement”), among Arconic, the lenders and issuers from time to time party thereto, the Administrative Agent and JPMorgan
Chase Bank, N.A., as Syndication Agent;


 


WHEREAS, Arconic has
requested that the Existing Credit Agreement be amended and restated on the terms and conditions set forth herein to provide for,
among other things, the establishment of a $3,000,000,000 senior unsecured revolving credit and letter of credit facility (the
 “New Facility”);


 


WHEREAS, the New Facility
will refinance and replace the existing credit facility under the Existing Credit Agreement and will be established by amending
and restating the Existing Credit Agreement pursuant to this Amendment;


 


WHEREAS, in connection
with entering into the New Facility, Arconic has requested, and the Lenders and the Administrative Agent have agreed, on the terms
and conditions set forth herein, to make certain amendments to the Existing Credit Agreement as provided herein;


 


NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


Section
1.          Definitions. Unless otherwise specifically defined
herein, each term used herein (including in the recitals above) that is defined in the Credit Agreement has the meaning assigned
to such term in the Credit Agreement.


 


Section
2.          Amendments to Existing Credit Agreement. Effective
as of Amendment No. 2 Effective Date (as defined below), (a) the Existing Credit Agreement is hereby amended and restated to delete
the stricken text (indicated textually in the same manner as the following example: stricken text)
and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth on the pages of the Credit Agreement attached as Exhibit A hereto, (b) the Schedules to the
Existing Credit Agreement are hereby deleted in their entirety and the new Schedules attached hereto as Exhibit B are substituted
in lieu thereof, respectively and (c) the Exhibits to the Existing Credit Agreement are hereby deleted in their entirety and the
new Exhibits attached hereto as Exhibit C are substituted in lieu thereof, respectively.


 




     


     


    

 


Section
3.          Commitments


 


(a)          Subject
to the terms and conditions set forth herein, upon the Amendment No. 2 Effective Date (i) each lender party hereto hereby agrees
to commit to provide its respective Commitment as set forth in Schedule 2.01(a) of Exhibit B hereto (which shall be deemed
to supersede and replace Schedule 2.01(a) of the Existing Credit Agreement) (each lender listed on Schedule 2.01(a) of Exhibit
B hereto, a “Lender”), (ii) each Lender that is not a Lender under the Existing Credit Agreement (a “New
Lender”) shall become a party to the Credit Agreement as a “Lender” thereunder, and (iii) each Lender under
the Existing Credit Agreement that is not a party hereto (each, an “Exiting Lender”) shall be deemed to have
assigned the entire amount of its Commitment and Loans (if any) to the other Lenders (including the New Lenders), allocated among
the Lenders in such amounts as shall be required such that, after giving effect to all of the foregoing, the Commitment of each
Lender on the Amendment No. 2 Effective Date shall be as set forth in Schedule 2.01(a) of Exhibit B hereto. Schedule 2.01(a)
of Exhibit B hereto shall be deemed to supersede and replace Schedule 2.01(a) of the Existing Credit Agreement upon
the Amendment No. 2 Effective Date; provided, that, in the event that, following the date hereof but prior to the occurrence
of the Amendment No. 2 Effective Date, any Commitments are assigned or changed pursuant to the Existing Credit Agreement (other
than as set forth above), then upon the Amendment No. 2 Effective Date, the Administrative Agent shall make such changes to Schedule
2.01(a) of Exhibit B hereto solely to the extent necessary to give effect to any such assignment or change and to the other
provisions of this Section 3(a).


 


(b)          Each
Issuer committed to providing L/C Commitments under the Existing Credit Agreement immediately prior to the effectiveness of this
Amendment shall continue to act in such capacity immediately following the effectiveness hereof. Schedule 2.01(b) of Exhibit
B hereto shall be deemed to supersede and replace Schedule 2.01(b) of the Existing Credit Agreement upon the Amendment
No. 2 Effective Date; provided, that, in the event that, following the date hereof but prior to the occurrence of the Amendment
No. 2 Effective Date, any L/C Commitments are changed pursuant to the Existing Credit Agreement (other than as set forth above),
then upon the Amendment No. 2 Effective Date, the Administrative Agent shall make such changes to Schedule 2.01(b) of Exhibit
B hereto solely to the extent necessary to give effect to any such change and to the other provisions of this Section 3(b).


 


(c)          In
furtherance of the foregoing, (i) each Exiting Lender shall cease to have a Commitment on the Amendment No. 2 Effective Date and
shall cease to be a Lender under the Existing Credit Agreement as though its Commitment had been assigned to the other Lenders
in accordance with Section 10.04(b) of the Existing Credit Agreement, (ii) all unpaid interest, fees and other amounts owing to
such Exiting Lender under the Existing Credit Agreement immediately prior to the occurrence of the Amendment No. 2 Effective Date
shall be paid by Arconic to such Lender on the Amendment No. 2 Effective Date and (iii) any outstanding Loans of the Exiting Lenders
deemed assigned to the other Lenders pursuant to Section 3(a) above shall be deemed purchased at par by such Lenders from
the Exiting Lenders on the Amendment No. 2 Effective Date.


 


(d)          Each
New Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the Amendment No. 2 Effective
Date, become a Lender for all purposes of the Credit Agreement and have a Commitment in the principal amount as set forth opposite
its name in Schedule 2.01(a) of Exhibit B hereto. Each New Lender (i) agrees that it will, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (ii) appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and
the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably
incidental thereto, (iii) agrees to be bound by the terms of the Credit Agreement and perform in accordance with their terms all
of the obligations that, by the terms of the Credit Agreement, are required to be performed by it as a Lender, (iv) represents
and warrants that it has full power and authority, and has taken all actions necessary, to execute and deliver this Amendment,
to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement and (v) confirms it has delivered
the documentation required under Section 2.18 of the Credit Agreement and an Administrative Questionnaire in the form supplied
by the Administrative Agent, duly completed by each New Lender.


 




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Section
4.          Conditions Precedent to Amendment No. 2 Effective Date.


 


The amendments set forth
herein shall be effective upon the date on which the following conditions precedent are satisfied (such date, the “Amendment
No. 2 Effective Date”):


 


(a)          Amendment.
The Administrative Agent shall have received counterparts of this Amendment, duly executed by Arconic, the Lenders (including each
New Lender), each Issuer and the Administrative Agent.


 


(b)          Opinion.
The Administrative Agent shall have received a written opinion reasonably satisfactory to the Administrative Agent and the Lenders
of Thomas F. Seligson, as counsel of Arconic, K&L Gates LLP, as counsel to Arconic and Richards, Layton & Finger, P.A.
as Delaware counsel to Arconic, dated the Amendment No. 2 Effective Date and addressed to the Administrative Agent and the Lenders.


 


(c)          Corporate
Documents. The Administrative Agent shall have received (i) a copy, including all amendments thereto, of the charter of Arconic,
certified as of a recent date by the Secretary of State or other appropriate official of its jurisdiction of incorporation and
a certificate as to the good standing of Arconic as of a recent date, from such Secretary of State or other official; (ii) a certificate
of the Secretary or Assistant Secretary of Arconic dated the Amendment No. 2 Effective Date and certifying (A) that attached thereto
is a true and complete copy of the by-laws of Arconic as in effect on the Amendment No. 2 Effective Date showing all amendments
thereto since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy
of resolutions duly adopted by the Board of Directors of Arconic authorizing the execution, delivery and performance of this Amendment
and the borrowings by Arconic hereunder, and that such resolutions have not been modified, rescinded or amended and are in full
force and effect, (C) that the charter of Arconic has not been amended since the date of the last amendment thereto shown on the
certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each
officer executing this Amendment or any other document delivered in connection herewith on behalf of Arconic; (iii) a certificate
of another officer of Arconic as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the
certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Weil, Gotshal & Manges LLP, counsel
for the Administrative Agent may reasonably request.


 


(d)          Existing
Loans. No loans shall be outstanding under the Existing Credit Agreement.


 


(e)          Representations
and Warranties. The representations and warranties set forth in Section 5 of this Amendment shall be true and correct
in all material respects on and as of the Amendment No. 2 Effective Date with the same effect as though made on and as of such
date, except to the extent such representations and warranties expressly relate to an earlier date.


 




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(f)          Conditions
Precedent Certificates. The Administrative Agent shall have received certificates dated the Amendment No. 2 Effective Date
and signed by a Financial Officer of Arconic confirming the satisfaction of the conditions precedent set forth in paragraphs (d)
and (e) of this Section 4 and that as of the Amendment No. 2 Effective Date, no Event of Default or Default has occurred
and is continuing.


 


(g)          Fees
and Expenses. The Administrative Agent shall have received all fees and other amounts due and payable under Section 10.05 (Expenses;
Indemnity) of the Existing Credit Agreement on or prior to the Amendment No. 2 Effective Date.


 


(h)          Responsible
Officer Certificates. The Administrative Agent shall have received certificates of a Responsible Officer of Arconic, each dated
the Amendment No. 2 Effective Date and stating that (i) except as previously disclosed, Arconic and each of its Subsidiaries have
complied in all respects with all Federal, state, local and foreign statutes, ordinances, orders, judgments, rulings and regulations
relating to environmental pollution or to environmental regulation or control except to the extent any such failure so to comply
would not, alone or together with any other such failure, be reasonably likely to result in a Material Adverse Effect; (ii) neither
Arconic nor any of its Subsidiaries has received notice of any failure so to comply which alone or together with any other such
failure would be reasonably likely to result in a Material Adverse Effect; and (iii) the plants of Arconic and its Subsidiaries
do not manage any hazardous wastes, toxic pollutants or substances similarly denominated in violation of any applicable law or
regulations promulgated pursuant thereto including, for operations within the United States, the Resource Conservation and Recovery
Act, the Comprehensive Environmental Response Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic
Substance Control Act, the Clean Air Act, the Clean Water Act or any other applicable law, where such violation would be reasonably
likely to result, individually or together with any such other violations, in a Material Adverse Effect.


 


Section
5.          Representations and Warranties. To induce the Administrative
Agent and the Lenders party hereto to enter into this Amendment, Arconic hereby represents and warrants to the Administrative Agent
and the Lenders, that:


 


(a)          Authorization.
Arconic has the power and authority, corporate or otherwise, to execute, deliver and carry out the provisions of this Amendment,
or to become a party to this Amendment in accordance with the terms hereof and to perform its obligations hereunder and under the
Credit Agreement, and all such action has been duly and validly authorized by all necessary proceedings, corporate or otherwise,
on its part.


 


(b)          Enforceability.
This Amendment has been duly executed and delivered by Arconic and this Amendment and the Credit Agreement constitute the legal,
valid and binding obligations of Arconic, enforceable in accordance with their respective terms, except as limited by bankruptcy,
insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles
of equity limiting the availability of equitable remedies.


 


(c)          Governmental
Approvals. No authorization, consent, approval, license, exemption or other action by, and no registration, qualification,
designation, declaration or filing with, any Governmental Authority (other than filings under the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the SEC promulgated thereunder) is necessary in connection with Arconic’s execution
and delivery of this Amendment, the consummation by Arconic of the transactions contemplated hereby or Arconic’s performance
of or compliance with the terms and conditions hereof or of the Credit Agreement.


 




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(d)          No
Conflict. None of the execution and delivery by Arconic of this Amendment, the consummation by Arconic of the transactions
contemplated hereby or the performance by Arconic of or compliance by Arconic with the terms and conditions hereof or of the Credit
Agreement will (a) violate any law, constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree
or award of any Governmental Authority to which it is subject, (b) conflict with or result in a breach or default under its charter
or Memorandum and Articles of Association or by-laws (or equivalent organizational or governing documents), as applicable, (c)
conflict with or result in a breach or default which is material in the context of this Amendment under any agreement or instrument
to which Arconic is a party or by which it or any of its properties, whether now owned or hereafter acquired, may be subject or
bound or (d) result in the creation or imposition of any Lien prohibited by Section 6.01 of the Credit Agreement upon any property
or assets, whether now owned or hereafter acquired, of Arconic.


 


(e)          No
Default; Representations and Warranties. On and as of the Amendment No. 2 Effective Date, (i) no Default or Event of Default
has occurred and is continuing and (ii) the representations and warranties of Arconic set forth in the Loan Documents are true
and correct in all material respects (or in all respects if such representation or warranty is qualified by Material Adverse Effect
or other materiality qualifier) with the same effect as though made on and as of the date hereof, except to the extent that any
such representation or warranty specifically refers to an earlier date, in which case such representation or warranty is true and
correct in all material respects (or in all respects if such representation or warranty is qualified by Material Adverse Effect
or other materiality qualifier) as of such earlier date.


 


Section
6.          Reference to and Effect on the Existing Credit Agreement.


 


(a)          From
the Amendment No. 2 Effective Date (i) this Amendment and the Existing Credit Agreement shall be construed as a single instrument,
(ii) each reference in the Existing Credit Agreement to “the Credit Agreement”, “this Agreement”, “hereunder”,
 “hereof” or words of like import, and each reference in each of the other Loan Documents to “the Credit Agreement”,
 “thereunder”, “thereof” or words of like import, shall mean and be a reference to the Credit Agreement
as amended hereby and (iii) each reference to “Facility” shall mean and be a reference to the “New Facility”
as defined herein.


 


(b)          Except
as expressly set forth in this Amendment, all of the terms and provisions of the Existing Credit Agreement and all other instruments
and agreements executed in connection therewith are and shall remain in full force and effect and are hereby reaffirmed, ratified
and confirmed, and the Borrowers shall continue to be bound by all of such terms and provisions.


 


(c)          Except
with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit
Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.


 


(d)          This
Amendment is a Loan Document under (and as defined in) the Credit Agreement.


 


Section
7.          Miscellaneous.


 


(a)          Governing
Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. SECTION 10.11
AND 10.15 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO.


 




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(b)          Headings.
Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction
of, or to be taken into consideration in interpreting, this Amendment.


 


(c)          Counterparts.
This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken
together shall constitute but one contract, and shall become effective as provided in Section 10.03 of the Credit Agreement. Delivery
of an executed counterpart of a signature page of this Amendment by facsimile, PDF or any other electronic means that reproduces
an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.


 


[Signature
Pages Follow]


 




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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first
above written.


 


	 	ARCONIC INC.
	 	 	 	 
	 	By:	/s/ Peter Hong 
	 	 	Name:	Peter Hong
	 	 	Title:	Vice President and Treasurer


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	CITIBANK, N.A.,
	 	individually as a Lender, as an Issuer and as Administrative Agent
	 	 	 	 
	 	By:	/s/ Michael Vondriska
	 	 	Name:	Michael Vondriska
	 	 	Title:	Vice President


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	JPMorgan Chase Bank, N.A., as a Lender and as an Issuer
	 	 	 	 
	 	By: 	/s/ James Shender
	 	 	Name: 	James Shender
	 	 	Title:	Vice President


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	BNP PARIBAS, as a Lender
	 	 	 	 
	 	By:	/s/Raymond G. Dunning
	 	 	Name:	Raymond G. Dunning 
	 	 	Title:	Managing Director
	 	 	 	 
	 	By:	/s/ Claudia Zarate
	 	 	Name:	Claudia Zarate 
	 	 	Title:	Managing Director


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	MIZUHO BANK, LTD., as a Lender
	 	 	 	 
	 	By:	/s/ Tracy Rahn
	 	 	Name:	Tracy Rahn
	 	 	Title:	Authorized Signatory


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	MUFG BANK, LTD., as a Lender
	 	 	 	 
	 	By:	/s/ Maria Iarriccio
	 	 	Name:	Maria Iarriccio
	 	 	Title:	Director


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	ROYAL BANK OF CANADA, as a Lender
	 	 	 	 
	 	By:	/s/ Richard C. Smith
	 	 	Name:	Richard C. Smith
	 	 	Title:	Authorized Signatory


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
	 	 	 	 
	 	By:	/s/ James D. Weinstein
	 	 	Name:	James D. Weinstein
	 	 	Title:	Managing Director


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	SUNTRUST BANK, as a Lender
	 	 	 	 
	 	By:	/s/ Johnetta Bush
	 	 	Name:	Johnetta Bush
	 	 	Title:	Director


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	ABN AMRO CAPITAL USA LLC, as a Lender
	 	 	 	 
	 	By:	/s/ Bertus W. Valkhof
	 	 	Name:	Bertus W. Valkhof 
	 	 	Title:	Vice President
	 	 	 	 
	 	By:	/s/ Francis Birkeland
	 	 	Name:	Francis Birkeland 
	 	 	Title:	Managing Director


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	FIFTH THIRD BANK, as a Lender
	 	 	 	 
	 	By:	/s/ Will Batchelor
	 	 	Name:	Will Batchelor
	 	 	Title:	Vice President


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 	 	 
	 	By:	/s/ Kenneth R. Fieler
	 	 	Name:	Kenneth R. Fieler
	 	 	Title:	Vice President


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	 	 	 	 
	 	By:	/s/ Judith Smith
	 	 	Name:	Judith Smith
	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	By:	/s/ Brady Bingham
	 	 	Name:	Brady Bingham
	 	 	Title:	Authorized Signatory


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	GOLDMAN SACHS BANK USA, as a Lender
	 	 	 	 
	 	By:	/s/ Ryan Durkin
	 	 	Name:	Ryan Durkin
	 	 	Title:	Authorized Signatory


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	MORGAN STANLEY BANK, N.A., as a Lender
	 	 	 	 
	 	By:	/s/ Michael King
	 	 	Name:	Michael King
	 	 	Title:	Authorized Signatory


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	BANCO BRADESCO S.A., NEW YORK BRANCH, as a Lender
	 	 	 	 
	 	By:	/s/ Roberta Calil Tedesco
	 	 	Name:	Roberta Calil Tedesco 
	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	By:	/s/ Edjelma Cardoso de Barros
	 	 	Name:	Edjelma Cardoso de Barros 
	 	 	Title:	Authorized Signatory


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	BANK OF CHINA, NEW YORK BRANCH, as a Lender
	 	 	 	 
	 	By:	/s/ Raymond Qiao
	 	 	Name:	Raymond Qiao
	 	 	Title:	Chief Lending Officer


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	BMO HARRIS BANK, N.A., as a Lender
	 	 	 	 
	 	By:	/s/ Patrick Hartweger
	 	 	Name:	Patrick Hartweger
	 	 	Title:	Managing Director


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
	 	 	 	 
	 	By:	/s/ Mark Koneval
	 	 	Name:	Mark Koneval 
	 	 	Title:	Managing Director
	 	 	 	 
	 	By:	/s/ Gordon Yip
	 	 	Name:	Gordon Yip 
	 	 	Title:	Director


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, as a Lender
	 	 	 	 
	 	By:	/s/ Kan Chen
	 	 	Name:	Kan Chen
	 	 	Title:	Vice President
	 	 	 	 
	 	By:	/s/ Yuan Lu 
	 	 	Name:	Yuan Lu
	 	 	Title:	Corporate Banking Department Head


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	INTESA SANPAOLO S.P.A. – NEW YORK BRANCH, as a Lender
	 	 	 	 
	 	By:	/s/ William Dention
	 	 	Name:	William Dention
	 	 	Title:	Global Relationship Manager
	 	 	 	 
	 	By:	/s/ Francesco Di Mario
	 	 	Name:	Francesco Di Mario
	 	 	Title:	FVP – Head of Credit


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	TD BANK, N.A., as a Lender
	 	 	 	 
	 	By:	/s/ Shreya Shah
	 	 	Name:	Shreya Shah
	 	 	Title:	Senior Vice President


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	THE BANK OF NEW YORK MELLON, as a Lender
	 	 	 	 
	 	By:	/s/ William M. Feathers
	 	 	Name:	William M. Feathers
	 	 	Title:	Director


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	CHINA MERCHANTS BANK CO., LTD., NEW YORK BRANCH, as a Lender
	 	 	 	 
	 	By:	/s/ Chengyue Jiao
	 	 	Name:	Chengyue Jiao
	 	 	Title:	General Manager


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	CITIZENS BANK, N.A., as a Lender
	 	 	 	 
	 	By:	/s/ Debra L. McAllonis
	 	 	Name:	Debra L. McAllonis 
	 	 	Title:	Senior Vice President


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	ING BANK N.V., DUBLIN BRANCH, as a Lender
	 	 	 	 
	 	By:	/s/ Sean Hassett
	 	 	Name:	Sean Hassett
	 	 	Title:	Director
	 	 	 	 
	 	By:	/s/ Padraig Matthews
	 	 	Name:	Padraig Matthews
	 	 	Title:	Director


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 	 
	 	By:	/s/ Joseph McElhinny
	 	 	Name:	Joseph McElhinny
	 	 	Title:	Vice President


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	SOCIETE GENERALE, as a Lender
	 	 	 	 
	 	By:	/s/ John Hogan
	 	 	Name:	John Hogan
	 	 	Title:	Director


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	THE BANK OF NOVA SCOTIA, as a Lender
	 	 	 	 
	 	By:	/s/ Mauricio Saishio
	 	 	Name:	Mauricio Saishio
	 	 	Title:	Director


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	BAYERISCHE LANDESBANK, NEW YORK BRANCH, as a Lender
	 	 	 	 
	 	By:	/s/ Rolf Siebert
	 	 	Name:	Rolf Siebert 
	 	 	Title:	Executive Director
	 	 	 	 
	 	By:	/s/ Matthew DeCarlo
	 	 	Name:	Matthew DeCarlo 
	 	 	Title:	Senior Director


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	STANDARD CHARTERED BANK, as a Lender
	 	 	 	 
	 	By:	/s/ Daniel Mattern
	 	 	Name:	Daniel Mattern
	 	 	Title:	Associate Director


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	M&T BANK, as a Lender
	 	 	 	 
	 	By:	/s/ Phillip M. Quintana
	 	 	Name:	Phillip M. Quintana
	 	 	Title:	Vice President


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	RIYAD BANK, HOUSTON AGENCY, as a Lender
	 	 	 	 
	 	By:	/s/ Michael Meiss
	 	 	Name:	Michael Meiss
	 	 	Title:	General Manager
	 	 	 	 
	 	By:	/s/ Manny Cafeo
	 	 	Name:	Manny Cafeo
	 	 	Title:	Operations Manager


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


	 	WESTPAC BANKING CORPORATION, as a Lender
	 	 	 	 
	 	By:	/s/ Stuart Brown
	 	 	Name:	Stuart Brown
	 	 	Title:	Executive Director


 


[Signature
Page to Amendment No. 2 to Credit Agreement]


 




     


     


    

 


EXHIBIT A


 


[Amendments to Credit Agreement]


 




     


     


    

 

EXHIBIT
A


EXECUTION VERSION


CONFORMED
THROUGH AMENDMENT NO. 2


 


AMENDED
AND RESTATED


 


FIVE-YEAR


 


REVOLVING CREDIT AGREEMENT


 


Dated as of July 25, 2014


as
amended and restated as of

June 29, 2018


 


Among


 


ALCOAARCONIC
INC.,


as Borrower,


 


THE LENDERS AND ISSUERS NAMED HEREIN,


 


Citibank,
N.A.,


as Administrative Agent,


 


JPMORGAN CHASE BANK, N.A.,


as Syndication Agent


 


and


 


BNP
PARIBAS,


THEMIZUHO
BANK OF TOKYO-MITSUBISHI UFJ, LTD.,


BNP
PARIBAS,


CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH,


GOLDMAN
SACHS BANK USA,


morgan
stanleyMUFG BANK,
N.ALTD.,


ROYAL
BANK OF CANADA,


SUMITOMO
MITSUI BANKING CORPORATION,


SUNTRUST
BANK,


ABN
AMRO CAPITAL USA LLC,


FIFTH
THIRD BANK,


and


THE
ROYALU.S. BANK
OF SCOTLAND PLCNATIONAL
ASSOCIATION,


as Co-Documentation Agents


 


_________________________


 


CITIGROUP GLOBAL MARKETS
INC. and J.P. MORGAN SECURITIES LLC,


Citibank,
N.A. and JPMORGAN CHASE BANK, N.A.,


as Joint Lead Arrangers and Bookrunners


 




     


     


    

 


TABLE
OF CONTENTS


Page


 


	ARTICLE I	DEFINITIONS AND CONSTRUCTION	1
	 	 	 
	SECTION 1.01.	Defined Terms	1
	 	 	 
	SECTION 1.02.	Terms Generally; Accounting Principles	1517
	 	 	 
	SECTION 1.03.	Conversion of Foreign Currencies	1518
	 	 	 
	ARTICLE II	THE CREDITS	1618
	 	 	 
	SECTION 2.01.	Commitments	1618
	 	 	 
	SECTION 2.02.	Loans	1618
	 	 	 
	SECTION 2.03.	Notice of Borrowings	1720
	 	 	 
	SECTION 2.04.	Interest Elections	1720
	 	 	 
	SECTION 2.05.	Repayment of Loans; Evidence of Debt	1921
	 	 	 
	SECTION 2.06.	Fees	2022
	 	 	 
	SECTION 2.07.	Interest on Loans	2124
	 	 	 
	SECTION 2.08.	Default Interest	2125
	 	 	 
	SECTION 2.09.	Alternate Rate of Interest	2225
	 	 	 
	SECTION 2.10.	Termination and Reduction of Commitments	2225
	 	 	 
	SECTION 2.11.	Prepayment	2226
	 	 	 
	SECTION 2.12.	Reserve Requirements; Change in Circumstances	2326
	 	 	 
	SECTION 2.13.	Change in Legality	2428
	 	 	 
	SECTION 2.14.	Indemnity	2528
	 	 	 
	SECTION 2.15.	Pro Rata Treatment	2529
	 	 	 
	SECTION 2.16.	Sharing of Setoffs	2529
	 	 	 
	SECTION 2.17.	Payments	2629
	 	 	 
	SECTION 2.18.	Taxes	2630
	 	 	 
	SECTION 2.19.	Assignment of Loans and Commitments Under Certain Circumstances	2933
	 	 	 
	SECTION 2.20.	Increase in Commitments	3033
	 	 	 
	SECTION 2.21.	Extensions of Initial Scheduled Maturity Date	3034
	 	 	 
	SECTION 2.22.	Letters of Credit	3135
	 	 	 
	SECTION 2.23.	Defaulting Lender	3639
	 	 	 
	ARTICLE III	REPRESENTATIONS AND WARRANTIES	3741
	 	 	 
	SECTION 3.01.	Organization	3841
	 	 	 
	SECTION 3.02.	Authorization	3841
	 	 	 
	SECTION 3.03.	Enforceability	3841


 




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TABLE
OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	SECTION 3.04.	Governmental Approvals	3841
	 	 	 
	SECTION 3.05.	No Conflict	3842
	 	 	 
	SECTION 3.06.	Financial Statements	3842
	 	 	 
	SECTION 3.07.	No Defaults	3942
	 	 	 
	SECTION 3.08.	Litigation	3942
	 	 	 
	SECTION 3.09.	No Material Adverse Change	3942
	 	 	 
	SECTION 3.10.	Employee Benefit Plans	3942
	 	 	 
	SECTION 3.11.	Title to Properties; Possession Under Leases	4043
	 	 	 
	SECTION 3.12.	Investment Company Act	4043
	 	 	 
	SECTION 3.13.	Tax Returns	4043
	 	 	 
	SECTION 3.14.	Compliance with Laws and Agreements	4043
	 	 	 
	SECTION 3.15.	No Material Misstatements	4044
	 	 	 
	SECTION 3.16.	Use of Proceeds; Federal Reserve Regulations	4144
	 	 	 
	SECTION 3.17.	No Trusts	4144
	 	 	 
	SECTION 3.18.	FCPA	4144
	 	 	 
	SECTION 3.19.	Sanctions	4144
	 	 	 
	ARTICLE IV	CONDITIONS OF EFFECTIVENESS, LENDING, LETTERS OF CREDIT AND DESIGNATION OF BORROWING SUBSIDIARIES	4145
	 	 	 
	SECTION 4.01.	Effective Date 41[Reserved]	45
	 	 	 
	SECTION 4.02.	All Borrowings and Issuances of Letters of Credit	4346
	 	 	 
	SECTION 4.03.	Additional Conditions to Issuances	4347
	 	 	 
	SECTION 4.04.	Designation of Borrowing Subsidiaries	4347
	 	 	 
	ARTICLE V	AFFIRMATIVE COVENANTS	4447
	 	 	 
	SECTION 5.01.	Financial Statements, Reports, etc	4447
	 	 	 
	SECTION 5.02.	Pari Passu Ranking	4548
	 	 	 
	SECTION 5.03.	Maintenance of Properties	4548
	 	 	 
	SECTION 5.04.	Obligations and Taxes	4549
	 	 	 
	SECTION 5.05.	Insurance	4549
	 	 	 
	SECTION 5.06.	Existence; Businesses and Properties	4649
	 	 	 
	SECTION 5.07.	Compliance with Laws	4649


 




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TABLE
OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	SECTION 5.08.	Default Notices	4650
	 	 	 
	SECTION 5.09.	Borrowing Subsidiaries	4750
	 	 	 
	ARTICLE VI	NEGATIVE COVENANTS	4750
	 	 	 
	SECTION 6.01.	Liens	4750
	 	 	 
	SECTION 6.02.	Consolidation, Merger, Sale of Assets, etc	4851
	 	 	 
	SECTION 6.03.	Financial Undertaking 48Consolidated Net Leverage Ratio	51
	 	 	 
	SECTION 6.04.	Change in Business	4852
	 	 	 
	ARTICLE VII	EVENTS OF DEFAULT	4852
	 	 	 
	ARTICLE VIII	GUARANTEE	5255
	 	 	 
	ARTICLE IX	THE ADMINISTRATIVE AGENT	5356
	 	 	 
	SECTION 9.01.	Authorization and Action	5356
	 	 	 
	SECTION 9.02.	Administrative Agent’s Reliance, Etc	5458
	 	 	 
	SECTION 9.03.	Posting of Communications	5458
	 	 	 
	SECTION 9.04.	The Administrative Agent Individually	5659
	 	 	 
	SECTION 9.05.	Indemnification	5660
	 	 	 
	SECTION 9.06.	Successor Administrative Agent	5760
	 	 	 
	SECTION 9.07.	Certain ERISA Matters	61
	 	 	 
	ARTICLE X	MISCELLANEOUS	5762
	 	 	 
	SECTION 10.01.	Notices	5762
	 	 	 
	SECTION 10.02.	Survival of Agreement	5863
	 	 	 
	SECTION 10.03.	Binding Effect	5864
	 	 	 
	SECTION 10.04.	Successors and Assigns; Additional Borrowing Subsidiaries and Subsidiary Guarantees	5864
	 	 	 
	SECTION 10.05.	Expenses; Indemnity	6368
	 	 	 
	SECTION 10.06.	Right of Setoff	6470
	 	 	 
	SECTION 10.07.	Applicable Law	6570
	 	 	 
	SECTION 10.08.	Waivers; Amendment	6570
	 	 	 
	SECTION 10.09.	Interest Rate Limitation	6671
	 	 	 
	SECTION 10.10.	Entire Agreement	6671
	 	 	 
	SECTION 10.11.	Waiver of Jury Trial	6671


 






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TABLE
OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	SECTION 10.12.	Severability	6671
	 	 	 
	SECTION 10.13.	Counterparts	6672
	 	 	 
	SECTION 10.14.	Headings	6672
	 	 	 
	SECTION 10.15.	Jurisdiction, Consent to Service of Process	6672
	 	 	 
	SECTION 10.16.	Conversion of Currencies	6772
	 	 	 
	SECTION 10.17.	National Security Laws	6873
	 	 	 
	SECTION 10.18.	Confidentiality	6873
	 	 	 
	SECTION 10.19.	Waiver of Notice Period Under Existing Five-Year Credit Agreement	6874
	 	 	 
	SECTION 10.20.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	74


 


References


	Exhibit A	Assignment and Assumption
	Exhibit B	Administrative Questionnaire
	Exhibit C	Designation of Borrowing Subsidiary
	Exhibit D	Form of Accession Agreement
	Exhibit E	Form of Letter of Credit Request
	Exhibit F	Form of Subsidiary Guarantee
	Schedule 2.01(a)	Lenders and Commitments
	Schedule 2.01(b)	Issuers and L/C Commitments
	Schedule 3.08	Litigation
	Schedule 6.01(a)	Existing Liens


 




    iv


     


    

 


AMENDED
AND RESTATED CREDIT AGREEMENT


 


AMENDED
AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of July 25June
29, 20148
(as the same may be amended, modified or supplemented from time to time, the “Agreement”), among ALCOAARCONIC
INC., a Delaware corporation (successor by merger to Arconic Inc.,
a Pennsylvania corporation that was formerly known as Alcoa Inc.
(“Alcoa”), “Arconic”), the
Lenders (such term and each other capitalized term used but not defined herein having the meaning ascribed thereto in Article
I), the Issuers, CITIBANK, N.A., as Administrative Agent for the Lenders and Issuers, and JPMORGAN CHASE BANK, N.A., as Syndication
Agent.


 


WHEREAS,
Alcoa and the Borrowing Subsidiaries have requested that the Lenders and Issuers make available a revolving credit and letter of
credit facility; and


 


WHEREAS,
Arconic, the Lenders and Issuers party thereto from
time to time, Citibank, N.A., as Administrative Agent and JPMorgan Chase
Bank, N.A., as Syndication Agent, have previously entered into that certain Five-Year
Revolving Credit Agreement, dated as of July 25, 2014 (as amended and extended
by the letter agreement, dated June 5, 2015, and as further amended pursuant to Amendment No. 1 to Credit Agreement, dated as
of September 16, 2016, the “Existing Credit Agreement”);


 


WHEREAS,
Arconic has requested that the Existing Credit Agreement be amended and restated on the terms and conditions set forth herein
to provide for, among other things, the establishment of a $3,000,000,000 senior unsecured revolving
credit and letter of credit facility (the “New Facility”);


 


WHEREAS, the proceeds
of such revolving credit and letter of credit facility are to be used to provide working capital or for other general corporate
purposes; andNew Facility will refinance and replace
the existing credit facility under the Existing Credit Agreement and will be established by amending and restating the Existing
Credit Agreement;


 


WHEREAS, the Lenders
and Issuers are willing to make available to AlcoaArconic
and the Borrowing Subsidiaries such revolving credit and letter of creditNew
fFacility
upon the terms and subject to the conditions set forth herein;


 


NOW, THEREFORE, in consideration
of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:


 


ARTICLE
I


 


DEFINITIONS AND
CONSTRUCTION


 


SECTION 1.01.  Defined
Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:


 


“Accession Agreement”
shall mean an Accession Agreement substantially in the form of Exhibit D among a Prospective Lender, AlcoaArconic
and the Administrative Agent.


 


“Administrative
Agent” shall mean Citi, in its capacity as administrative agent for the Lenders hereunder.


 


“Administrative
Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit B.


 






     


     


    

 


“Affiliate”
shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person specified.


 


“Applicable
Margin” shall mean, as of any date of determination, a per annum rate equal to the rate set forth below opposite the
applicable Type of Loan and the Index Debt Ratings in effect on such date set forth below; provided, that in the event the
Index Debt Ratings fall within different categories, the Applicable Margin shall be based on the category corresponding to the
higher of such Index Debt Ratings, unless such Index Debt Ratings differ by two or more categories, in which case the spreads shall
be based upon the category one level below the category corresponding to the higher of such Index Debt Ratings:


 


	 	Category 1	Category 2	Category 3	Category 4	Category 5	Category 6
	 	Index Debt

Ratings of at

least A-BBB+

by S&P

and/or

A3Baa1 by

Moody’s	Index Debt

Ratings less

than

Category 1,

but at least

BBB+ by

S&P and/or

Baa12 by

Moody’s	Index Debt

Ratings less

than

Category 2,

but at least

BBB- by

S&P and/or

Baa23 by

Moody’s.	Index Debt

Ratings less

than

Category 3,

but at least

BBB-BB+

by S&P

and/or

Baa31 by

Moody’s.	Index Debt

Ratings less

than

Category 4,

but at least 

BB+ by

S&P and/or

Ba12 by

Moody’s.	Index Debt

Ratings

equal to or

lower than

BB- by

S&P and/or

Ba23 by

Moody’s.
	Applicable Margin for LIBOR Loans	0.901.00%	1.10%	1.30%	1.50%	1.70%	1.90%
	Applicable Margin for Base Rate Loans	0.00%	0.10%	0.30%	0.50%	0.70%	0.90%


 


“Applicable
Facility Fee Rate” shall mean, as of any date of determination, a per annum rate equal to the rate set forth below opposite
the Index Debt Ratings in effect on such date set forth below; provided, that in the event the Index Debt Ratings fall within
different categories, the Applicable Facility Fee Rate shall be based on the category corresponding to the higher of such Index
Debt Ratings, unless such Index Debt Ratings differ by two or more categories, in which case the fee shall be based upon the category
one level below the category corresponding to the higher of such Index Debt Ratings:


 






    2


     


    

 


	 	Category 1	Category 2	Category 3	Category 4	Category 5	Category 6
	 	Index Debt

Ratings of at

least A-BBB+

by S&P

and/or

A3Baa1 by

Moody’s	Index Debt

Ratings less

than

Category 1,

but at least

BBB+ by

S&P and/or

Baa12 by

Moody’s	Index Debt

Ratings less

than

Category 2,

but at least

BBB- by

S&P and/or

Baa23 by

Moody’s.	Index Debt

Ratings less

than

Category 3,

but at least

BBB-BB+

by S&P

and/or

Baa31 by

Moody’s.	Index Debt

Ratings less

than

Category 4,

but at least 

BB+ by

S&P and/or

Ba12 by

Moody’s.	Index Debt

Ratings

equal to or

lower than

BB- by

S&P and/or

Ba23 by

Moody’s.
	Applicable Facility Fee Rate	0.1025%	0.15%	0.20%	0.25%	0.30%	0.35%


 


“Approved Electronic
Platform” shall have the meaning assigned to such term in Section 9.03(b).


 


“Approved Fund”
shall have the meaning assigned to such term in Section 10.04(b).


 


“Arrangers”
shall mean Citigroup Global Markets Inc. and J.P. Morgan Securities LLCCitibank,
N.A. and JPMorgan Chase Bank, N.A., in their capacities as joint lead arrangers and bookrunners.


 


“Assignment
and Assumption” shall mean an assignment and assumption entered into by a Lender and an assignee, and accepted by the
Administrative Agent, in substantially the form of Exhibit A or such other form as shall be approved by the Administrative
Agent.


 


“Available Credit”
shall mean, at any time, (a) the then effective Commitments minus (b) the aggregate Revolving Credit Outstandings at such time.


 


“Bail-In
Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect
of any liability of an EEA Financial Institution.


 


“Bail-In
Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is
described in the EU Bail-In Legislation Schedule.


 


“Base Rate”
shall mean, for any period, the rate determined by the Administrative Agent as the fluctuating interest rate per annum as shall
be in effect from time to time, which rate per annum shall be equal at all times to the highest of the following:


 


(a)       the
rate of interest announced publicly by Citi in New York, New York, from time to time, as Citi’s base rate for loans denominated
in Dollars;


 


(b)       0.5%
per annum plus the Federal Funds Rate; and


 






    3


     


    

 


(c)       the
LIBO Rate for a one-month Interest Period commencing on such day plus 1.0%.


 


“Base Rate Borrowing”
shall mean a Borrowing comprised of Base Rate Loans.


 


“Base Rate Loan”
shall mean any Loan bearing interest at a rate determined by reference to the Base Rate in accordance with the provisions of Article
II.


 


“Benefit
Plan” shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,
(b) a “plan” as defined in Section 4975 of the Code or (c) any person whose assets include (for purposes of ERISA Section
3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit
plan” or “plan”. 


 


“Board”
shall mean the Board of Governors of the Federal Reserve System of the United States.


 


“Borrowers”
shall mean AlcoaArconic
and the Borrowing Subsidiaries.


 


“Borrowing”
shall mean any group of Loans of a single Type made by the Lenders on a single date and as to which a single Interest Period is
in effect.


 


“Borrowing Subsidiary”
shall mean, at any time, each wholly-owned Subsidiary of AlcoaArconic
that has been designated by AlcoaArconic
as a Borrower hereunder and that has undertaken the obligations of a Borrowing Subsidiary pursuant to Section 10.04(f).


 


“Borrowing Subsidiaries
Obligations” shall mean the Obligations of all of the Borrowing Subsidiaries.


 


“Bridge
Loan Agreement” means that certain 364-Day Bridge Term Loan Agreement entered, or to be entered, into among Alcoa,
as borrower, the lenders party thereto from time to time and Morgan Stanley Senior Funding, Inc. (“MSSF”),
as administrative agent, as contemplated by that certain commitment letter dated as of June 25, 2014 between Alcoa and MSSF.


 


“Business Day”
shall mean a day of the year on which banks are not required or authorized to close in New York City and if the applicable Business
Day relates to notices, determinations, fundings and payments in connection with (a) the LIBO Rate or any LIBOR Loan, a day on
which deposits in Dollars are also carried on in the London interbank market and (b) a Borrowing denominated in Euros, such day
that is also a Target Date.


 


“Citi”
shall mean Citibank, N.A.


 


“CLO”
shall have the meaning assigned to such term in Section 10.04(b).


 


“Code”
shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time.


 


“Commitment”
shall mean, with respect to each Lender, the commitment of such Lender to make Loans and acquire interests in Letters of Credit
as set forth in this Agreement in the aggregate principal amount not to exceed the amount set forth opposite such Lender’s
name on Schedule 2.01(a) or in any Assignment and Assumption or Accession Agreement pursuant to which such Lender first
becomes a Lender hereunder, as the same may be terminated or reduced from time to time pursuant to Section 2.10 or Section
10.04(h), increased from time to time pursuant to Section 2.20 or extended pursuant to Section 2.21. As of the
date hereof, the aggregate amount of Commitments is $43,000,000,000.


 






    4


     


    

 


“Consolidated
EBITDA” means, for any period, for Arconic and its Subsidiaries on a consolidated basis, an amount equal to Consolidated
Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated
Interest Charges for such period, (ii) the provision for federal, state, local and foreign income Taxes payable by Arconic and
its Subsidiaries for such period, (iii) the amount of depreciation and amortization expense and (iv) other expenses of Arconic
and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period
and minus (b) all non-cash items increasing Consolidated Net Income for such period.


 


“Consolidated
Interest Charges” means, for any period, for Arconic and its Subsidiaries on a consolidated basis, the sum of (a) all interest,
premium payments, debt discount, fees, charges and related expenses of Arconic and its Subsidiaries in connection with borrowed
money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case, to the extent
treated as interest in accordance with GAAP, and (b) the portion of rent expense of Arconic and its Subsidiaries with respect
to such period under capital leases that is treated as interest in accordance with GAAP.


 


“Consolidated
Net Debt” means, as of any date of determination, (a) Indebtedness of Arconic and its Subsidiaries on a consolidated basis,
after eliminating intercompany items, as of such time minus (b) the amount by which unrestricted cash and cash equivalents, determined
in accordance with GAAP, of Arconic and its Subsidiaries exceeds $500,000,000 in the aggregate (provided that Consolidated
Net Debt shall not be less than zero).


 


“Consolidated
Net Income” means, for any period, for Arconic and its Subsidiaries on a consolidated basis, the net income of Arconic and
its Subsidiaries (excluding extraordinary gains but including extraordinary losses) for such period.


 


“Consolidated
Net Tangible Assets” shall mean at any time, the aggregate amount of assets (less applicable reserves and other properly
deductible items) of AlcoaArconic
and its consolidated Subsidiaries adjusted for inventories on the basis of cost (before application of the “last-in first-out”
method of determining cost) or current market value, whichever is lower, and deducting therefrom (a) all current liabilities of
such corporation and its consolidated Subsidiaries except for (i) notes and loans payable (including commercial paper), (ii) current
maturities of long-term debt and (iii) current maturities of obligations under capital leases and (b) all goodwill, trade names,
patents, unamortized debt discount and expenses of such corporation and its consolidated Subsidiaries (to the extent included in
said aggregate amount of assets) and other like intangibles, all as set forth in the most recent consolidated balance sheet of
AlcoaArconic
and its consolidated Subsidiaries, delivered to the Administrative Agent pursuant to Section 5.01, computed and consolidated
in accordance with GAAP.


 


“Consolidated
Net Worth” shall mean at any time, the consolidated net worth of Alcoa and its consolidated Subsidiaries at such time (including
minority interests), computed and consolidated in accordance with GAAP.


 






    5


     


    

 


“Control”
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of a person, whether through the ownership of Voting Stock, by contract or otherwise, and “Controlling” and “Controlled”
shall have meanings correlative thereto.


 


“Default”
shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.


 


“Defaulting
Lender” means, at any time, subject to Section 2.23, (i) any Lender that has failed for two or more Business Days
to comply with its obligations under this Agreement to make a Loan, make a payment to the Issuer in respect of a Letter of Credit
or make any other payment due hereunder (each a “funding obligation”), unless such Lender has notified the Administrative
Agent and AlcoaArconic
in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding
has not been satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified
in such writing) or is the subject of a specifically identified good faith dispute, (ii) any Lender that has notified the Administrative
Agent, AlcoaArconic
or the Issuer in writing, or has stated publicly, that it does not intend to comply with its such funding obligations hereunder,
unless such writing or statement states that such position is based on such Lender’s determination that one or more conditions
precedent to funding cannot be satisfied (which conditions precedent, together with the applicable default, if any, will be specifically
identified in such writing or public statement), (iii) any Lender that has defaulted on its funding obligations under any other
loan agreement or credit agreement or other similar/other financing agreement, (iv) any Lender that has, for three or more Business
Days after written request of the Administrative Agent or AlcoaArconic,
failed to confirm in writing to the Administrative Agent or AlcoaArconic
that it will comply with its prospective funding obligations hereunder (provided, that such Lender will cease to be a Defaulting
Lender pursuant to this clause (iv) upon the Administrative Agent’s or Alcoa’sArconic’s
receipt of such written confirmation), or (v) any Lender with respect to which a Lender Insolvency Event has occurred and is continuing
with respect to such Lender or its Parent Company (provided, in each case, that neither the reallocation of funding obligations
provided for in Section 2.23 as a result of a Lender being a Defaulting Lender nor the performance by Non-Defaulting Lenders
of such reallocated funding obligations will by themselves cause the relevant Defaulting Lender to become a Non-Defaulting Lender).  Any
determination by the Administrative Agent that a Lender is a Defaulting Lender under any of clauses (i) through (v) above will
be conclusive and binding absent manifest error, and such Lender will be deemed to be a Defaulting Lender (subject to Section
2.23) upon notification of such determination by the Administrative Agent to AlcoaArconic,
the Issuer and the Lenders.


 


“Designation
Date” shall have the meaning assigned to such term in Section 10.04(f).


 


“Designation
of Borrowing Subsidiary” shall mean a Designation of Borrowing Subsidiary executed by AlcoaArconic
and a wholly-owned Subsidiary thereof in substantially the form of Exhibit C.


 


“Determination
Date” means, with respect to any Letter of Credit, (i) the most recent date upon which one of the following shall have
occurred: (x) the date of issuance of such Letter of Credit, (y) the date on which any Issuer was or is, as applicable, required
to deliver a notice of non-renewal with respect to such Letter of Credit, and (z) the first Business Day of each month, commencing
on the first Business Day following the issuance of such Letter of Credit; and (ii) such other date determined by the Administrative
Agent in its sole discretion.


 






    6


     


    

 


“Documentary
Letter of Credit” shall mean any Letter of Credit that is drawable upon presentation of documents evidencing the sale
or shipment of goods purchased by AlcoaArconic
or any of its Subsidiaries in the ordinary course of its business.


 


“Dollar Equivalent”
means (i) with respect to all matters other than the Letters of Credit, (x) with respect to any amount denominated in Dollars,
such amount and (y) with respect to any amount denominated in Euro, the amount converted in Dollars using the 12:00 p.m. New York
City OANDA rate for Euro on such day or, if such day is not a Business Day, on the immediately preceding Business Day and (ii)
with respect to the Letters of Credit issued (x) in Dollars, such amount on any Determination Date and (y) in Euro, the amount
converted into Dollars using the 12:00 p.m. New York City OANDA rate for Euro on such Determination Date or, if such day is not
a Business Day, on the immediately preceding Business Day.


 


“Dollars”
or “$” shall mean lawful money of the United States of America.


 


“EEA
Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which
is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition or (c) any financial institution established in an EEA Member Country
which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


“EEA
Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein and Norway.


 


“EEA
Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective Date”
shall mean the date of this AgreementJune
29, 2018.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended
from time to time,
and the rules and regulations promulgated thereunder.


 


“ERISA Affiliate”
shall mean any trade or business (whether or not incorporated) that is a member of a group of which any Borrower is a member and
which is treated as a single employer under Section 414 of the Code.


 


“ERISA Event”
shall mean (i) any Reportable Event; (ii) the adoption of any amendment to a Plan that would require the provision of security
pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (iii) the existence with respect to any Plan of an “accumulated
funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (iv) the filing
pursuant to Section 412(d) of the Code or Section 302(d) of ERISA of an application for a waiver of the minimum funding standard
with respect to any Plan; (v) the incurrence of any liability under Title IV of ERISA with respect to the termination of any Plan
or the withdrawal or partial withdrawal of any Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (vi)
the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to the intention
to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (vii) the receipt by any Borrower or any ERISA Affiliate
of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected
to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (viii) the occurrence of a “prohibited transaction”
with respect to which any Borrower or any of its subsidiaries is a “disqualified person” (within the meaning of Section
4975 of the Code) or with respect to which any Borrower or any such subsidiary could otherwise be liable; (ix) any other similar
event or condition with respect to a Plan or Multiemployer Plan that could result in liability of the Borrowers and (x) any Foreign
Benefit Event.


 






    7


     


    

 


“EU
Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or
any successor person), as in effect from time to time. 


 


“Euro”
shall mean the single currency of participating member states of the European Union.


 


“Event of Default”
shall have the meaning assigned to such term in Article VII.


 


“Exchange Act
Reports” shall mean the Annual Report of AlcoaArconic
on Form 10-K for the year ended December 31, 20137,
the Quarterly Reports of AlcoaArconic
on Form 10-Q for the quarters ended March 31, 20148
and June 30, 2014, and all current reports of AlcoaArconic
on Form 8-K dated January 1, 20148
to the Effective Date, filed by AlcoaArconic
with the SEC pursuant to the Securities Exchange Act of 1934; provided, however, that for the purpose of satisfaction
of the condition set forth in Section 2.21(b)(B) with respect to the First Extension or the Second Extension only, “Exchange
Act Reports” shall mean Alcoa’sArconic’s
Annual Report on Form 10-K for the fiscal year of AlcoaArconic
most recently ended prior to the delivery of the Extension Request with respect to the First Extension or the Second Extension,
as applicable (the “Applicable Fiscal Year”), the Quarterly Reports of AlcoaArconic
on Form 10-Q for each of the quarters ended after the Applicable Fiscal Year and prior to the applicable Extended Maturity Effective
Date and all current reports of AlcoaArconic
on Forms 8-K filed after the Applicable Fiscal Year and prior to the applicable Extended Maturity Effective Date.


 


“Excluded Taxes”
shall mean (i) any Taxes based upon, or measured by, any Lender’s, any Issuer’s, any Transferee’s or the Administrative
Agent’s net income, net receipts, net profits, net worth or capital (including franchise or similar Taxes imposed in lieu
of such Taxes), but only to the extent such Taxes are imposed by a taxing authority (a) in a jurisdiction (or political subdivision
thereof) under the laws of which such Lender, Issuer, Transferee or the Administrative Agent is organized or incorporated, (b)
in a jurisdiction (or political subdivision thereof) in which such Lender, Issuer, Transferee or the Administrative Agent does
business, or (c) in a jurisdiction (or political subdivision thereof) in which such Lender, Issuer, Transferee or the Administrative
Agent maintains a lending office (or branch), (ii) any franchise Taxes, branch Taxes or branch profits Taxes imposed by the United
States or any similar Taxes imposed by any jurisdiction (or political subdivision thereof) described in clause (i) or in which
any Borrower is located, (iii) with regard to any Lender, Issuer or Transferee, any withholding Tax that is (a) imposed on amounts
payable to such Lender, Issuer or Transferee because such Lender, Issuer or Transferee designates a new lending office, except
to the extent that such Lender, Issuer or Transferee was entitled, at the time of designation of a new lending office (or assignment),
to receive such additional amounts from any Borrower pursuant to Section 2.18(a), or (b) attributable to such Lender’s,
Issuer’s or Transferee’s failure to comply with Section 2.18(g), (h) or (i), as applicable, (iv)
any Tax that is found in a final, non-appealable judgment by a court of competent jurisdiction to have been imposed solely as a
result of any Lender’s, Issuer’s, Transferee’s or the Administrative Agent’s gross negligence or willful
misconduct and (v) any withholding Taxes imposed under FATCA.


 


“Existing
Five-Year Credit Agreement” shall mean the Five-Year Revolving Credit Agreement dated as of July 25, 2011, among
Alcoa, the lenders named therein, Citibank, N.A., as administrative agent, and the other parties thereto (as the same may be further
amended, supplemented, restated or otherwise modified from time to time).


 






    8


     


    

 


“Extended Maturity
Effective Date” shall have the meaning assigned to such term in Section 2.21(b).


 


“Extension Request”
shall have the meaning assigned to such term in Section 2.21(a).


 


“Facility”
shall mean the Commitments and the provisions herein related to the Loans and Letters of Credit.


 


“Facility Fee”
shall have the meaning assigned to such term in Section 2.06(a).


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code (or any amended or successor provision of the Code that is substantively comparable
and not materially more onerous to comply with); any applicable intergovernmental agreement entered into in respect thereof; any
current or future regulations, administrative guidance or official interpretations thereof; and any agreement entered into pursuant
to Section 1471(b)(1) of the Code.


 


“Federal Funds
Rate” shall mean, for any period, a fluctuating interest rate per annum equal for each day during such period to the
weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged
by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day,
the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers
of recognized standing selected by it.  Notwithstanding the
foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for the purposes of this Agreement.


 


“Financial Officer”
of any corporation shall mean the chief financial officer, principal accounting officer, treasurer or controller of such corporation.


 


“First Extended
Maturity Date” shall mean July 25June
29, 20204.


 


“First Extension”
shall have the meaning assigned to such term in Section 2.21(a).


 


“Foreign Benefit
Event” shall mean (a) with respect to any Foreign Pension Plan, (i) the existence of unfunded liabilities in excess of
the amount permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental
Authority, (ii) the failure to make the required contributions or payments, under any applicable law, on or before the due date
for such contributions or payments, (iii) the receipt of a notice by a Governmental Authority relating to the intention to terminate
any such Foreign Pension Plan or to appoint a trustee to administer any such Foreign Pension Plan, or to the insolvency of any
such Foreign Pension Plan and (iv) the incurrence of any liability of the Borrowers under applicable law on account of the complete
or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein
and (b) with respect to any Foreign Plan, (i) the occurrence of any transaction that is prohibited under any applicable law and
could result in the incurrence of any liability by the Borrowers, or the imposition on the Borrowers of any fine, excise tax or
penalty resulting from any noncompliance with any applicable law and (ii) any other event or condition that could reasonably be
expected to result in liability of any of the Borrowers.


 






    9


     


    

 


“Foreign Pension
Plan” shall mean any benefit plan which under applicable law is required to be funded through a trust or other funding
vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.


 


“Foreign Plan”
shall mean any plan or arrangement established or maintained outside the United States for the benefit of present or former employees
of any of the Borrowers.


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect from time to time.


 


“Governmental
Authority” shall mean any nation, sovereign or government, any state, province or other political subdivision thereof
and any entity or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining
to government, including any central bank or stock exchange, including
any applicable supranational bodies (such as the European Union or the European Central Bank).


 


“Guarantee”
of or by any person shall mean any obligation, contingent or otherwise, of such person guaranteeing any Indebtedness of any other
person, whether directly or indirectly, and including any obligation of such person, direct or indirect, to purchase or pay such
Indebtedness or to purchase any security for the payment of such Indebtedness; provided, however, that the term “Guarantee”
shall not include endorsements for collection or deposit, in either case in the ordinary course of business.


 


“IFRS”
means the International Financial Reporting Standards set by the International Accounting Standards Board (or the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants or the SEC, as the case may be) or any successor thereto,
as in effect from time to time.


“Indebtedness”
of any person at any time shall mean, without duplication, (a) all obligations for money borrowed or raised, all obligations (other
than accounts payable and other similar items arising in the ordinary course of business) for the deferred payment of the purchase
price of property, and all capital lease obligations which, in each case, in accordance with GAAP, would be included in determining
total liabilities as shown on the liability side of the balance sheet of such person and (b) all Guarantees of such person.


 


“Indemnified
Taxes” shall mean Taxes other than Excluded Taxes.


 


“Indemnitee”
shall have the meaning assigned to it in Section 10.05(c).


 


“Index Debt”
shall mean the senior, unsecured, non-credit enhanced, long–term Indebtedness for borrowed money of AlcoaArconic.


 






    10


     


    

 


“Index Debt
Ratings” shall mean, as of any date, the most recently announced rating for any Index Debt by S&P or by Moody’s.  For
purposes of the foregoing, (a) if neither Moody’s nor S&P shall have in effect a rating for any Index Debt (other than
by reason of the circumstances referred to in the last sentence of this definition), then all such rating agencies shall be deemed
to have established ratings for such Index Debt in Category 6; (b) if only one of Moody’s and S&P shall have in effect
a rating for any Index Debt, then the Applicable Margin and the Applicable Facility Fee Rate shall be determined on the basis of
such single Index Debt Ratings; (c) if the Index Debt Ratings established or deemed to have been established by Moody’s or
S&P for any Index Debt shall fall within different categories, the Applicable Margin and the Applicable Facility Fee Rate shall
be based on the category corresponding to the higher of such Index Debt Ratings, unless such ratings differ by two or more categories,
in which case the Applicable Margin and the Applicable Facility Fee Rate will be based upon the category one level below the category
corresponding to the higher of such Index Debt Ratings; and (d) if any rating for any Index Debt established or deemed to have
been established by Moody’s or S&P shall be changed (other than as a result of a change in the rating system of Moody’s
or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency.  Each
change in the Applicable Margin and the Applicable Facility Fee Rate shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective date of the next such change.  If the
rating system of Moody’s or S&P shall change, or if any such rating agency shall cease to be in the business of rating
corporate debt obligations, AlcoaArconic
and the Lenders shall negotiate in good faith to amend the references to specific ratings in this definition to reflect such changed
rating system or the non-availability of ratings from such rating agency, and pending the effectiveness of any such amendment,
the ratings of such rating agency most recently in effect prior to such change or cessation shall be employed in determining the
Applicable Margin and the Applicable Facility Fee Rate.


 


“Initial Scheduled
Maturity Date” shall mean July 25June
29, 20192023.


 


“Interest Election
Request” has the meaning specified in Section 2.04(a).


 


“Interest Payment
Date” shall mean, with respect to any Loan, the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a LIBOR Borrowing with an Interest Period of more than three months’ duration, each
day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable
to such Borrowing, and, in addition, the effective date of any continuation of such Borrowing in its existing Type or conversion
of such Borrowing to a Borrowing of a different Type, and the Maturity Date.


 


“Interest Period”
shall mean (a) as to any LIBOR Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately
preceding Interest Period applicable to such Borrowing, as the case may be, and ending on the numerically corresponding day (or,
if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter, as
the Borrower to which such Loan is made may elect; provided, however, that the Borrowers may not elect any Interest
Period that ends after the Maturity Date, and (b) as to any Base Rate Borrowing, the period commencing on the date of such Borrowing
or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, and ending on
the earliest of (i) the next succeeding March 31, June 30, September 30 or December 31, (ii) the Maturity Date and (iii) the date
such Borrowing is prepaid in accordance with Section 2.11; provided, however, that in each case of clauses
(a) and (b) above, if any Interest Period would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless, in the case of a LIBOR Borrowing only, such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day.


 


“Issue”
shall mean, with respect to any Letter of Credit, to issue, extend the expiry of, renew or increase the maximum face amount (including
by deleting or reducing any scheduled decrease in such maximum face amount) of, such Letter of Credit.  The terms “Issued”
and “Issuance” shall have a corresponding meaning.


 


“Issuer”
shall mean each Lender or Affiliate of a Lender that (a) is listed on the signature pages hereof as an “Issuer” or
(b) is designated by AlcoaArconic
and hereafter becomes an Issuer with the approval of the Administrative Agent by agreeing pursuant to an agreement with and in
form and substance satisfactory to the Administrative Agent and AlcoaArconic
to be bound by the terms hereof applicable to Issuers.


 






    11


     


    

 


“L/C Commitment”
shall mean, with respect to each Issuer, the commitment of such Issuer to Issue Letters of Credit as set forth in this Agreement
in the aggregate face amount not to exceed the amount set forth opposite such Issuer’s name on Schedule 2.01(b) or
in the agreement by which such Issuer agrees to become an Issuer hereunder and to be bound by the terms hereof applicable to Issuers.


 


“Lenders”
shall mean (a) the financial institutions or other entities listed on Schedule 2.01(a) (other than any such financial institution
or other entity that has ceased to be a party hereto pursuant to an Assignment and Assumption or otherwise) and (b) any financial
institution or other entity that has become a party hereto pursuant to an Assignment and Assumption or an Accession Agreement,
in each case that (i) has a Commitment, (ii) holds a Loan or (iii) participates in any Letter of Credit.


 


“Lender Insolvency
Event” means that (i) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become
due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its
creditors, or (ii) a Lender or its Parent Company is the subject of a bankruptcy,
insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator
or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action
in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment or
(iii) a Lender or its Parent Company becomes the subject of a Bail-in Action.  Notwithstanding anything to
the contrary above, a Lender will not be a Defaulting Lender solely by virtue of the ownership or acquisition of any stock in such
Lender or its Parent Company by any Governmental Authority.


 


“Letter of Credit”
shall mean any letter of credit Issued pursuant to Section 2.22.


 


“Letter of Credit
Obligations” shall mean, at any time, the Dollar Equivalent of the aggregate of all liabilities at such time of the Borrowers
to all Issuers with respect to Letters of Credit, whether or not any such liability is contingent, including, without duplication,
the sum of (a) the Reimbursement Obligations at such time and (b) the Letter of Credit Undrawn Amounts at such time.


 


“Letter of Credit
Reimbursement Agreement” has the meaning specified in Section 2.22(a)(vi).


 


“Letter of Credit
Request” has the meaning specified in Section 2.22(c).


 


“Letter of Credit
Sublimit” shall mean $1,000,000,000.


 


“Letter of Credit
Undrawn Amounts” shall mean, at any time, the aggregate undrawn face amount of all Letters of Credit outstanding at such
time.


 


“LIBO Rate”
shall mean, with respect to any LIBOR Borrowing, or clause (c) of the
Base Rate, as applicable, for any Interest Period, an interest rate (rounded upwards, if necessary, to the next 1/100
of 1%) equal to the London interbank offered rate (or
a comparable or successor rate, which rate is approved by the Administrative Agent) as published on the applicable Bloomberg screen
page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from
time to time) for deposits in either Dollars or Euros for a period equal to the Interest Period for such LIBOR Borrowing
that appears on the Reuters LIBOR01 Page (or any page that can reasonably be considered a replacement
page), or clause (c) of the Base Rate, as applicable,
at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.  The Administrative
Agent shall determine the LIBO Rate and such determination shall be conclusive absent manifest error. Notwithstanding
the foregoing, if the LIBO Rate shall be less than zero, such rate shall be deemed zero for the purposes of this Agreement.


 






    12


     


    

 


“LIBOR Borrowing”
shall mean a Borrowing comprised of LIBOR Loans.


 


“LIBOR Loan”
shall mean any Loan during any period in which it bears interest based on the LIBO Rate in accordance with the provisions of Article
II.


 


“LIBOR
Successor Rate” has the meaning specified in Section 2.07. 


 


“LIBOR
Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the
definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative
matters as may be appropriate, as reasonably agreed between the Administrative Agent and the Borrower, to reflect the adoption
of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent.  


 


“Lien”
shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest
in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party
with respect to such securities.


 


“Loan Documents”
shall mean, collectively, this Agreement, the Notes (if any), each Letter of Credit Reimbursement Agreement, each Designation of
Borrowing Subsidiary, each Subsidiary Guarantee (if any) and each certificate, agreement or document executed by AlcoaArconic
or any other Borrower and delivered to the Administrative Agent or any Lender or Issuer in connection with or pursuant to any of
the foregoing.


 


“Loans”
shall mean the loans made by the Lenders pursuant to this Agreement.  Each Loan shall be a LIBOR Loan or a Base Rate
Loan.


 


“Material Adverse
Effect” shall mean a materially adverse effect on the business, assets, operations or financial condition of AlcoaArconic
and its Subsidiaries, taken as a whole, or a material impairment of the ability of AlcoaArconic
to perform any of its obligations under this Agreement.


 


“Maturity Date”
shall mean the earlier of (a) (i) the Initial Scheduled Maturity Date, if AlcoaArconic
does not request a First Extension, (ii) with respect to any Commitment, Loan or other right or obligation of any Lender that
did not consent to the First Extension or the Second Extension, the Initial Scheduled Maturity Date, (iii) with respect to
any Commitment, Loan or other right or obligation hereunder of any Lender or Issuer that has consented to the First Extension,
but did not consent to the Second Extension, if each of the conditions set forth in Section 2.21(b) with respect to the
First Extension shall have been satisfied, the First Extended Maturity Date or (iv) with respect to any Commitment, Loan or
other right or obligation hereunder of any Lender or Issuer that has consented to the Second Extension, if each of the conditions
set forth in Section 2.21(b) with respect to the Second Extension shall have been satisfied, the Second Extended Maturity
Date and (b) the date on which the Obligations become due and payable pursuant to Article VII.


 






    13


     


    

 


“Moody’s”
shall mean Moody’s Investors Service, Inc.


 


“Multiemployer
Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which any Borrower or any ERISA Affiliate
(other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) is making or accruing
an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.


 


“Non-Defaulting
Lender” means, at any time, a Lender that is not a Defaulting Lender.


 


“Note”
shall have the meaning given such term in Section 2.05(e).


 


“Obligations”
shall mean, collectively, the Loans, the Letter of Credit Obligations and all other amounts, obligations, covenants and duties
owing by the Borrowers to the Administrative Agent, any Lender, any Issuer, or any Indemnitee, of every type and description (whether
by reason of an extension of credit, opening or amendment of a Letter of Credit or payment of any draft drawn or other payment
thereunder, loan, guaranty, indemnification or otherwise), present or future, arising under this Agreement or any other Loan Document,
whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing
or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment
of money, including all Letters of Credit and other fees, interest, charges, expenses, attorneys’ fees and disbursements,
and other sums chargeable to the Borrowers under this Agreement or any other Loan Document and all obligations of the Borrowers
under any Loan Document to provide cash collateral for any Letter of Credit Obligation.


 


“Parent Company”
means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender,
and/or any person owning, beneficially or of record, directly or indirectly, a majority of the stock of such Lender.


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


 


“person”
shall mean any natural person, corporation organization, business trust, joint venture, association, company, partnership or government,
or any agency or political subdivision thereof.


 


“Plan”
shall mean any pension plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of
the Code which is maintained for employees of any Borrower or any ERISA Affiliate.


 


“Prospective
Lender” shall have the meaning assigned to such term in Section 2.20.


 


“PTE”
shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended
from time to time. 


 


“Ratable Portion”
or “ratably” shall mean, for any Lender, the percentage obtained by dividing (i) the amount of the Commitment
of such Lender by (ii) the sum of the aggregate outstanding amount of the Commitments of all Lenders (or, at any time on or after
the expiry date of any Revolving Credit Period, the percentage obtained by dividing the principal amount of such Lender’s
Revolving Credit Outstandings by the aggregate principal amount of all Revolving Credit Outstandings).


 






    14


     


    

 


“Register”
shall have the meaning given such term in Section 2.05(b).


 


“Regulation
U” shall mean Regulation U of the Board or any Governmental Authority succeeding to its functions, as in effect from
time to time.


 


“Reimbursement
Date” has the meaning specified in Section 2.22(h).


 


“Reimbursement
Obligations” shall mean, as and when matured, the obligation of any Borrower to pay, on the date payment is made or scheduled
to be made to the beneficiary under each such Letter of Credit (or at such other date as may be specified in the applicable Letter
of Credit Reimbursement Agreement) and in the currency drawn (or in such other currency as may be specified in the applicable Letter
of Credit Reimbursement Agreement), all amounts of each draft and other requests for payments drawn under Letters of Credit, and
all other matured reimbursement or repayment obligations of any Borrower to any Issuer with respect to amounts drawn under Letters
of Credit.


 


“Related Parties”
shall mean, with respect to any specified person, such person’s Affiliates and the respective directors, officers, employees,
agents and advisors of such person and such person’s Affiliates.


 


“Reportable
Event” shall mean any reportable event as defined in Section 4043(b) of ERISA or the regulations issued thereunder with
respect to a Plan (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection
(m) or (o) of Section 414 of the Code).


 


“Required Lenders”
shall mean, collectively, (a) on and after the Effective Date and prior to the expiry date of any Revolving Credit Period, Lenders
having more than fifty percent (50%) of the sum of (x) the aggregate principal amount of all Revolving Credit Outstandings
and (y) the aggregate amount of the unused Commitments and (b) on and after the expiry date of any Revolving Credit Period,
Lenders having more than fifty percent (50%) of the sum of the aggregate principal amount of all Revolving Credit Outstandings.  A
Defaulting Lender shall not be included in the calculation of “Required Lenders.”


 


“Responsible
Officer” of any corporation shall mean any executive officer or Financial Officer of such corporation and any other officer
or similar official thereof responsible for the administration of the obligations of such corporation in respect of this Agreement.


 


“Restricted
Subsidiary” shall mean any consolidated Subsidiary of AlcoaArconic
which owns any manufacturing plant or manufacturing facility located in the United States, except any such plant or facility which,
in the opinion of the Board of Directors of AlcoaArconic,
is not of material importance to the business of AlcoaArconic
and its Restricted Subsidiaries, taken as a whole, excluding any such Subsidiary which (a) is principally engaged in leasing or
financing receivables, (b) is principally engaged in financing Alcoa’sArconic’s
operations outside the United States or (c) principally serves as a partner in a partnership.


 


“Revolving Credit
Outstandings” shall mean, at any particular time, the sum of (a) the principal amount of the Loans outstanding at such
time and (b) the Letter of Credit Obligations outstanding at such time.


 


“Revolving Credit
Period” means, with respect to each Lender and Issuer, the period from and including the Effective Date to, but excluding,
the applicable Maturity Date (or in the case of any Issuance of any Letter of Credit, 5 Business Days prior to the applicable Maturity
Date) or any earlier date on which the Commitments shall be terminated.


 






    15


     


    

 


“S&P”
shall mean Standard & Poor’s Ratings Services, a division of McGraw Hill Financial Inc.


 


“Sanctioned
Country” shall have the meaning assigned to such term in Section 3.19(a).


 


“Sanctioned
Person” shall have the meaning assigned to such term in Section 3.19(a).


 


“Sanctions”
means sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United
Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.


 


“Scheduled
Unavailability Date” has the meaning specified in Section 2.07. 


 


“SEC”
shall mean the Securities and Exchange Commission (or any successor agency).


 


“Second Extended
Maturity date” shall mean July 25June
29, 20215.


 


“Second Extension”
shall have the meaning assigned to such term in Section 2.21(a).


 


“Standby
Letter of Credit” shall mean any Letter of Credit that is not a Documentary Letter of Credit.


 


“Subsidiary”
shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, association
or other business entity of which securities or other ownership interests representing more than 50% of the Voting Stock or more
than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the
parent or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent.


 


“Subsidiary
Guarantee” shall mean a Subsidiary Guarantee executed by a Borrowing Subsidiary in substantially the form of Exhibit F.


 


“Syndication
Agent” shall mean JPMorgan Chase Bank, N.A.


 


“Target Date”
shall mean a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System (TARGET) is operating.


 


“Taxes”
shall mean any and all present or future taxes, levies, imposts, deductions, charges or withholdings of a similar nature, and including,
(i) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service,
real or personal property, capital stock, license, payroll, withholding, disability, employment, social security, workers compensation,
unemployment compensation, utility, mineral severance, excise, stamp, windfall profits, transfer and gains taxes, (ii) customs,
duties, imposts, charges, levies or other similar assessments of any kind, and (iii) interest, penalties and additions to tax imposed
with respect thereto.


 


“Total Commitment”
shall mean, at any time, the aggregate amount of the Commitments, as in effect at such time.


 






    16


     


    

 


“Transferee”
shall mean any transferee or assignee of any Lender, including a participation holder.


 


“Type”,
when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined.  For purposes hereof, “Rate” shall mean the LIBO Rate and
the Base Rate.


 


“Voting Stock”
with respect to the stock of any person means stock of any class or classes (however designated) having ordinary voting power for
the election of the directors of such person, other than stock having such power only by reason of the occurrence of a contingency.


 


“Withdrawal
Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Write-Down
and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of
such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


SECTION 1.02.  Terms
Generally; Accounting Principles.  (a)  The definitions in Section 1.01 shall apply equally to both
the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.  All references herein to Articles, Sections,
Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless
the context shall otherwise require.  The terms “Lender”, “Issuer”, and “Administration
Agent” include their respective successors.  


 


(b)       Except
as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided, however, that, if AlcoaArconic
notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change in
GAAP on the operation of such provision (or if the Administrative Agent notifies AlcoaArconic
that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice
is given before or after such change in GAAP (provided such change in GAAP occurs after the date hereof), then such provision
shall be interpreted on the basis of GAAP in effect immediately before such change became effective until such notice shall have
been withdrawn or such provision amended in accordance herewith.  If at any time the SEC permits or requires United States
reporting companies to use IFRS in lieu of GAAP for reporting purposes, AlcoaArconic
may notify the Administrative Agent that it has elected to so use IFRS in lieu of GAAP and, upon any such notice, references herein
to GAAP shall thereafter be construed to mean IFRS as in effect from time to time; provided that, to the extent that such election
would affect any financial ratio set forth in this Agreement or requirements set forth in Section 5.01, (i) AlcoaArconic
shall provide to the Administrative Agent financial statements and other documents reasonably requested by the Administrative Agent
or any Lender setting forth a reconciliation with respect to such ratio or requirement made before and after giving effect to such
election and (ii) if AlcoaArconic,
the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Required Lenders and AlcoaArconic
shall negotiate in good faith to amend such ratio to preserve the original intent thereof in light of such change.


 






    17


     


    

 


(c)       For
purposes of this Agreement, any obligations of a person under a lease that is not (or would not be) required to be classified and
accounted for as a capitalized lease on a balance sheet of such person under GAAP as in effect as of the date of this Agreement
shall not be treated as a capitalized lease as a result of the adoption of changes in GAAP or changes in the application of GAAP
and shall continue to be treated as an operating lease.


 


SECTION 1.03.  Conversion
of Foreign Currencies.  


 


(a)       Dollar
Equivalents.  The Administrative Agent shall determine or redetermine the Dollar Equivalent of any amount as required
hereby in its own discretion or upon the request of any Lender or Issuer, and a determination or redetermination thereof by the
Administrative Agent shall be conclusive absent manifest error.  The Administrative Agent may, but shall not be obligated
to, rely on any determination made by any Borrower in any document delivered to the Administrative Agent.


 


(b)       Rounding-Off.  The
Administrative Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher
or lower amount in whole Dollars or cents to ensure amounts owing by any party hereunder or that otherwise need to be calculated
or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate.


 


ARTICLE
II


 


THE
CREDITS


 


SECTION 2.01.  Commitments.  Subject
to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally
and not jointly, to make revolving credit Loans in Dollars or Euros to AlcoaArconic
and the Borrowing Subsidiaries during the Revolving Credit Period applicable to such Lender in accordance with the terms hereof;
provided, however, that (i) after giving effect to any Loan, the aggregate principal amount of the outstanding Loans
shall not exceed the Total Commitment, (ii) at all times the aggregate principal amount of all outstanding Loans made by each Lender
shall equal its Ratable Portion of the aggregate principal amount of all outstanding Loans and (iii) at no time shall any Lender
be obligated to make a Loan in excess of such Lender’s Ratable Portion of the Available Credit.  The Commitment
of each Lender is set forth on Schedule 2.01(a) to this Agreement or in any applicable Assignment and Assumption or Accession
Agreement.  Such Commitment may be terminated or reduced from time to time pursuant to Section 2.10, Section
2.23(d) or Section 10.04(h), increased pursuant to Section 2.20 and terminated pursuant to Article VII.  Within
the limits set forth in this Section 2.01, the Borrowers may borrow, pay or prepay Loans and reborrow at any time during
the Revolving Credit Period, subject to the terms, conditions and limitations set forth herein.


 


SECTION 2.02.  Loans.  (a)  Each
Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable
Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of
any other Lender to make any Loan required to be made by such other Lender).  The Loans comprising each Borrowing shall
be in an aggregate principal amount which is an integral multiple of the Dollar Equivalent of $1,000,000 and not less than the
Dollar Equivalent of $50,000,000 (or an aggregate principal amount equal to the remaining balance of the applicable Commitments,
as the case may be).


 






    18


     


    

 


(b)       Each
Borrowing shall be comprised entirely of LIBOR Loans or Base Rate Loans, as the applicable Borrower may request pursuant to Section
2.03.  Each Lender may at its option fulfill its Commitment with respect to any Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not
affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement.  Borrowings
of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled
to request any Borrowing which, if made, would result in an aggregate of more than five separate LIBOR Loans in each currency (Dollars
or Euros) of any Lender being made to the Borrowers and outstanding under this Agreement at any one time.  For purposes
of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered
separate Loans.


 


(c)       Each
Lender shall make each Loan that is (A) a Base Rate Loan or (B) a LIBOR Loan, to be made by it hereunder on the proposed date thereof
by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 1:00 p.m., New
York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general
deposit account of the Borrower to which such Loan is to be made with The Bank of New York Mellon, or such other account as such
Borrower may designate in a written notice to the Administrative Agent, or, if such Loans are not made on such date because any
condition precedent to a Borrowing herein specified shall not have been met, return the amounts so received to the respective Lenders.  Unless
the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that
such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph
(c) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date
a corresponding amount.  If and to the extent that such Lender shall not have made such portion available to the Administrative
Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date
such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time
to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent
its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error).  If such Lender
shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part
of such Borrowing for purposes of this Agreement.


 


(d)       The
occurrence of any Lender becoming a Defaulting Lender shall not relieve any other Lender of its obligation to make a Loan or payment
on such date but no such other Lender shall be responsible for the failure of any Defaulting Lender to make a Loan or payment required
under this Agreement.


 


(e)       Notwithstanding
any other provision of this Agreement, no Borrower shall be entitled to request any Borrowing if the Interest Period requested
with respect thereto would end after the Maturity Date.


 






    19


     


    

 


SECTION 2.03.  Notice
of Borrowings.  In order to request a Borrowing, a Borrower shall give written or telecopy notice (or telephone notice
promptly confirmed in writing or by telecopy) (a) in the case of a Base Rate Borrowing, to the Administrative Agent not later than
12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a LIBOR Borrowing denominated
in Dollars, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed
Borrowing or (c) in the case of a LIBOR Borrowing denominated in Euro, to the Administrative Agent not later than 10:00 a.m., New
York City time, four Business Days before such proposed Borrowing.  Such notice shall be irrevocable and shall in each
case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be denominated in Dollars
or Euros; (ii) in the case of a Borrowing denominated in Dollars, whether such Borrowing is to be a LIBOR Borrowing or a Base Rate
Borrowing; (iii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iv) if such Borrowing
is to be a LIBOR Borrowing, the Interest Period with respect thereto.  In the case of a Borrowing denominated in Dollars,
if no election as to the Type of Borrowing is specified in any such notice, then such requested Borrowing shall be a Base Rate
Borrowing.  If no Interest Period with respect to any LIBOR Borrowing is specified in any such notice, then the Borrower
giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month’s duration.  The
Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender’s
portion of the requested Borrowing.


 


SECTION 2.04.  Interest
Elections.  (a)  Subject to the terms and conditions set forth in this Agreement, (a) at the option of
the applicable Borrower, each Borrowing denominated in Dollars initially shall be of the Type specified in the applicable Borrowing
request, (b) each Borrowing denominated in Euros shall be a LIBOR Borrowing, and (c) each LIBOR Borrowing shall have an initial
Interest Period as specified in the Borrowing request with respect to such Borrowing.  Thereafter, the applicable Borrower
may elect to convert such Borrowing to a different Type or to continue such Borrowing in its existing Type and, in the case of
a LIBOR Borrowing, may elect Interest Periods therefor, all as provided in this Section.  In the case of any Borrowing
denominated in Dollars, the applicable Borrower may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate Borrowing (each an “Interest Election Request”).


 


(b)       To
make an Interest Election Request, the applicable Borrower shall notify the Administrative Agent of such election by telephone
by the time that a Borrowing request would be required under Section 2.03 if such Borrower were requesting a Borrowing of
the Type resulting from such election to be made on the effective date of such election.  Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Interest Election Request signed by the applicable Borrower.


 


(c)       Each
telephonic and written Interest Election Request shall specify the following information in compliance with Sections 2.02
and 2.03:


 


(i)       the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)       the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)       whether
the resulting Borrowing is to be a Base Rate Borrowing or a LIBOR Borrowing; and


 






    20


     


    

 


(iv)       if
the resulting Borrowing is a LIBOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests
a LIBOR Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest
Period of one month’s duration.


 


(d)       Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and
of such Lender’s portion of each resulting Borrowing.


 


(e)       If
the applicable Borrower fails to deliver a timely Interest Election Request with respect to a LIBOR Borrowing prior to the end
of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be converted to a Base Rate Borrowing.  Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies
the applicable Borrower, then, so long as such Event of Default is continuing (i) no outstanding Borrowing may be converted to
or continued as a LIBOR Borrowing and (ii) unless repaid, each LIBOR Borrowing shall be converted to a Base Rate Borrowing at the
end of the Interest Period applicable thereto.


 


SECTION 2.05.  Repayment
of Loans; Evidence of Debt.  (a)  The outstanding principal balance of each Loan shall be payable on the
applicable Maturity Date.


 


(b)       The
Administrative Agent, acting as agent of the Borrowers solely for this purpose and for tax purposes, shall establish and maintain
at one of its offices a record of ownership (the “Register”) in which the Administrative Agent agrees to register
by book entry the Administrative Agent’s, each Lender’s and each Issuer’s interest in each Loan, each Letter
of Credit and each Reimbursement Obligation, and in the right to receive any payments hereunder and any assignment of any such
interest or rights.  In addition, the Administrative Agent, acting as agent of the Borrowers solely for this purpose
and for tax purposes, shall establish and maintain accounts in the Register in accordance with its usual practice in which it shall
record (i) the names and addresses of the Lenders and the Issuers, (ii) the Commitments of each Lender from time to time, (iii)
the amount of each Loan made and, if a LIBOR Loan, the Interest Period applicable thereto, (iv) the amount of any principal or
interest due and payable, and paid, by the Borrowers to, or for the account of, each Lender hereunder, (v) the amount that is due
and payable, and paid, by each Borrower to, or for the account of, each Issuer, including the amount of Letter Credit Obligations
(specifying the amount of any Reimbursement Obligations) due and payable to an Issuer, and (vi) the amount of any sum received
by the Administrative Agent hereunder from the Borrowers, whether such sum constitutes principal or interest (and the type of Loan
to which it applies), fees, expenses or other amounts due under the Loan Documents and each Lender’s and Issuer’s,
as the case may be, share thereof, if applicable.


 


(c)       Notwithstanding
anything to the contrary contained in this Agreement, the Loans (including the Notes evidencing such Loans) and the Reimbursement
Obligations are registered obligations and the right, title, and interest of the Lenders and the Issuers and their assignees in
and to such Loans or Reimbursement Obligations, as the case may be, shall be transferable only upon notation of such transfer in
the Register.  A Note shall only evidence the Lender’s or a registered assignee’s right, title and interest
in and to the related Loan, and in no event is any such Note to be considered a bearer instrument or obligation.  This
Section 2.05 and Section 10.04 shall be construed so that the Loans and Reimbursement Obligations are at all times
maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any
related regulations (or any successor provisions of the Code or such regulations).


 






    21


     


    

 


(d)       The
entries made in the Register and in the accounts therein maintained pursuant to clauses (b) and (c) above shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided,
however, that the failure of the Administrative Agent to maintain such accounts or any error therein shall not in any manner
affect the obligation of any Borrower to repay the Loans in accordance with their terms.  In addition, the Borrowers,
the Administrative Agent, the Lenders and the Issuers shall treat each person whose name is recorded in the Register as a Lender
or as an Issuer, as applicable, for all purposes of this Agreement.  Information contained in the Register with respect
to any Lender or Issuer shall be available for inspection by the Borrowers, the Administrative Agent, such Lender or such Issuer
at any reasonable time and from time to time upon reasonable prior notice.


 


(e)       Notwithstanding
any other provision of this Agreement, in the event any Lender shall request a promissory note evidencing the Loans made by it
hereunder (each a “Note”) to AlcoaArconic
or any Borrowing Subsidiary, AlcoaArconic
or such Borrowing Subsidiary shall deliver such a Note, satisfactory to the Administrative Agent, payable to such Lender or its
order, and, subject to Section 2.05(c), the interests represented by such Note shall at all times (including after any assignment
of all or part of such interests pursuant to Section 10.04) be represented by one or more promissory notes payable to the
payee named therein or its order.


 


SECTION 2.06.  Fees.  (a)
AlcoaArconic
agrees to pay, or cause any other Borrower to pay, in immediately available Dollars for the account of the Lenders as set forth
below in this Section 2.06, a facility fee (collectively, the “Facility Fee”) at a rate per annum equal
to the Applicable Facility Fee Rate on (i) the aggregate amount of such Lender’s Commitment (whether used or unused), for
the period from and including the Effective Date to but excluding the earlier of the date such Commitment is terminated and the
applicable Maturity Date and (ii) after the termination of such Commitment, on the aggregate amount of such Lender’s outstanding
Revolving Credit Outstandings.  Accrued Facility Fees shall be payable
in arrears (A) on the last Business Day of each calendar quarter, commencing on the first such Business Day following the Effective
Date, for the account of each Lender, (B) on the Initial Scheduled Maturity Date, (x) if AlcoaArconic
shall not have requested a First Extension, for the account of each Lender or (y)  if AlcoaArconic
shall have requested a First Extension, for the account of each Lender that shall not have consented to such First Extension, (C)
the First Extended Maturity Date, (x) if AlcoaArconic
shall not have requested a Second Extension, for the account of each Lender, or (y) if AlcoaArconic
shall have requested a Second Extension, for the account of each Lender that shall not have consented to such Second Extension,
(D) the Second Extended Maturity Date, if applicable, for the account of each Lender and (E) the date on which the Commitments
shall be terminated in whole (or, in the case of Letters of Credit, fully cash collateralized in accordance with the last paragraph
of Article VII), for the account of each Lender; provided, however, that if any Revolving Credit Outstandings
shall be outstanding after the date on which the Commitments have been terminated in whole, then such Facility Fee shall be payable
on demand.  All Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.


 


(b)       Letter
of Credit Fees.  AlcoaArconic
agrees to pay, or cause any other Borrower to pay, the following amounts with respect to Letters of Credit issued by any Issuer:


 






    22


     


    

 


(i)       to
the Administrative Agent for the account of each Issuer of a Letter of Credit, with respect to each Letter of Credit issued by
such Issuer, an issuance fee equal to 0.125% per annum of the Dollar Equivalent of the maximum undrawn face amount of such Letter
of Credit, payable in arrears on (A) the last Business Day of each calendar quarter, commencing on the first such Business Day
following the issuance of such Letter of Credit, (B) the Initial Scheduled Maturity Date, (C) the First Extended Maturity Date,
if applicable, (D) the Second Extended Maturity Date, if applicable, and (E) the Maturity Date;


 


(ii)       to
the Administrative Agent for the ratable benefit of the Lenders, with respect to each Letter of Credit, a fee accruing in Dollars
at a rate per annum equal to the Applicable Margin for Loans that are LIBOR Loans on the Dollar Equivalent of the maximum undrawn
face amount of such Letter of Credit, payable in arrears on (A) the last Business Day of each calendar quarter, commencing on the
first such Business Day following the issuance of such Letter of Credit, (B) the Initial Scheduled Maturity Date, (C) the First
Extended Maturity Date, if applicable, (D) the Second Extended Maturity Date, if applicable, and (E) the Maturity Date; and


 


(iii)       to
the Issuer of any Letter of Credit, with respect to the issuance, amendment or transfer of each Letter of Credit and each drawing
made thereunder, documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in
effect at the time of issuance, amendment, transfer or drawing, as the case may be.


 


(iv)       All
fees payable under this Section 2.06(b) shall be computed on the basis of the actual number of days elapsed in a year of
360 days.


 


(c)       AlcoaArconic
agrees to pay, or cause any other Borrower to pay, to the Administrative Agent and the Arrangers, for their respective accounts,
the fees payable in the amounts and at the times separately agreed upon among AlcoaArconic,
such Borrowers, the Administrative Agent and the Arrangers.


 


(d)       All
fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent, for distribution, if and as appropriate,
among the Lenders.  Once paid, the fees shall not be refundable except in the case of an error which results in the payment
of fees in excess of those due and payable as of such date, in which case the Administrative Agent shall cause a refund in the
amount of such excess to be paid to AlcoaArconic.


 


(e)       Defaulting
Lender Fees.  Notwithstanding anything herein to the contrary, during such period as a Lender is a Defaulting Lender,
such Defaulting Lender will not be entitled to any fees relating to such Defaulting Lender’s unused Commitments accruing
during such period pursuant to clauses (a) and (b) above (without prejudice to the rights of the Non-Defaulting Lenders in respect
of such fees); provided, that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations of such Defaulting
Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.23(a), such fees that would have accrued for the
benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro
rata in accordance with their respective Commitments, (ii) to the extent that all or any portion of such Letter of Credit Obligations
cannot be so reallocated or is not cash collateralized pursuant to Section 2.23(b), such fees will instead accrue for the
benefit of and be payable to the relevant Issuer and the pro rata payment provisions of Section 2.15 will automatically
be deemed adjusted to reflect the provisions of this Section
2.06(e)), and (iii) in no event shall the Borrowers be required to pay any Facility Fee that otherwise would have been required
to have been paid to any Lender during such period such Lender is a Defaulting Lender.


 






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SECTION 2.07.  Interest
on Loans.  (a)  Subject to the provisions of Section 2.08, the unpaid principal amount of the Loans
comprising each Base Rate Borrowing shall bear interest for each day (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be, when the Base Rate is determined by reference to clause (a) of the definition
of Base Rate and over a year of 360 days at all other times) at a rate per annum equal to the Base Rate from time to time in effect
during the Interest Period for such Borrowing plus the Applicable Margin.


 


(b)       Subject
to the provisions of Section 2.08, the unpaid principal amount of the Loans comprising each LIBOR Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the LIBO Rate
for the Interest Period in effect for such Borrowing plus the Applicable Margin.


 


(c)       Interest
on each Loan shall be payable on the Interest Payment Dates applicable to such Loan except as otherwise provided in this Agreement.  Interest
shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.  The
applicable LIBO Rate or Base Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined
by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


(d)       If,
prior to the commencement of any Interest Period, the Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error), or Arconic or the Required Lenders notify the Administrative Agent (with, in the case of the
Administrative Agent or the Required Lenders, a copy to Arconic) that Arconic or the Required Lenders (as applicable) have determined,
that:


 


(i)       adequate
and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including, without limitation,
because the LIBO Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or



 


(ii)       the
supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent
has made a public statement identifying a specific date after which the LIBO Rate shall no longer be made available, or used for
determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), 


 


then,
after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the
Administrative Agent and Arconic may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical
or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to the then prevailing market convention
for determining a rate of interest for syndicated loans in the United States (any such proposed rate, a “LIBOR Successor
Rate”), together with any proposed LIBOR Successor Rate Conforming Changes. Notwithstanding anything in Section 10.08 to
the contrary, any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative
Agent shall have posted such proposed amendment to all Lenders and Arconic unless, prior to such time, Lenders comprising the Required
Lenders have delivered to the Administrative Agent notice that such Required Lenders do not accept such amendment.  


 


If
no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist, the Administrative Agent shall
promptly so notify the Borrower and each Lender. Thereafter, and until a LIBOR Successor Rate has been determined (x) the
obligation of the Lenders to make or maintain LIBOR Loans shall be suspended, (to the extent of the affected LIBOR Loans or Interest
Periods), and (y) the LIBO Rate component shall no longer be utilized in determining the Base Rate.  Upon receipt
of such notice, Arconic may revoke any pending request for a LIBOR Borrowing of, conversion to or continuation of LIBOR Loans (to
the extent of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into
a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.


 






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Notwithstanding
anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be
less than zero for purposes of this Agreement.


 


SECTION 2.08.  Default
Interest.  If any Borrower shall default in the payment of the principal of or interest on any Loan or any Reimbursement
Obligation or any other amount becoming due hereunder, by acceleration or otherwise, such Borrower shall on demand from time to
time pay interest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment
(after as well as before judgment) at a rate per annum equal to (a) in the case of overdue principal of any Loan, the rate otherwise
applicable to such Loan as provided in Section 2.07 plus 2% per annum, or (b) in the case of any other amount, the rate
applicable to Base Rate Borrowings plus 2% per annum.


 


SECTION 2.09.  Alternate
Rate of Interest.  In the event, and on each occasion, that on the day two Business Days prior to the commencement
of any Interest Period for a LIBOR Loan, the Administrative Agent shall have determined in good faith that Dollar or Euro deposits
in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market or other
market in which Lenders ordinarily raise Dollars or Euros, as applicable, to fund Loans of the requested Type, or that the rates
at which such Dollar or Euro, as applicable, deposits are being offered will not adequately and fairly reflect the cost to any
Lender of making or maintaining its LIBOR Loan during such Interest Period, or that reasonable means do not exist for ascertaining
the LIBO Rate, then the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such
determination to the relevant Borrower and the Lenders.  In the event of any such determination, any request made by
a Borrower after the date of such notice for a LIBOR Borrowing pursuant to Section 2.03 or 2.04 shall, until the
Administrative Agent shall have advised AlcoaArconic
and the Lenders that the circumstances giving rise to such notice no longer exist, be deemed to be a request for a Base Rate Borrowing.  Each
determination by the Administrative Agent hereunder shall be conclusive absent manifest error.


 


SECTION 2.10.  Termination
and Reduction of Commitments.  (a)  The Commitment of each Lender and the L/C Commitment of each Issuer
shall terminate on the applicable Maturity Date.


 


(b)       Upon
at least ten (10) Business Days’ prior irrevocable, written or telecopy notice (which notice may be conditioned upon the
closing of any financing arrangement obtained to refinance or replace the Facility) to the Administrative Agent, AlcoaArconic
may at any time during the Revolving Credit Period in whole permanently terminate, or from time to time in part permanently reduce,
the Total Commitment; provided, however, that (i) each partial reduction shall be in an integral multiple of the
Dollar Equivalent of $5,000,000 and in a minimum principal amount of the Dollar Equivalent of $50,000,000 and (ii) the Total Commitment
shall not be reduced to an amount that is less than the aggregate principal amount of the Revolving Credit Outstandings (after
giving effect to any simultaneous prepayment pursuant to Section 2.11).


 


(c)       Except
for terminations of Commitment pursuant to Section 2.23(d) and Section 10.04(h), each reduction in Commitments hereunder
shall be made ratably among the Lenders in accordance with each such Lender’s Ratable Portion of the Total Commitment.  AlcoaArconic
shall pay, or cause any other Borrower to pay, to the Administrative Agent for the account of the applicable Lenders, on the date
of each such termination or reduction pursuant to this Section 2.10, the Facility Fee on the amount of the Commitments so
terminated or reduced accrued to the date of such termination or reduction.


 






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SECTION 2.11.  Prepayment.  (a)  Each
Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three
Business Days’ prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to
the Administrative Agent; provided, however, that each partial prepayment shall be in an amount which is an integral
multiple of the Dollar Equivalent of $5,000,000 and not less than the Dollar Equivalent of $50,000,000.


 


(b)       On
the date of any termination or reduction of any Commitment pursuant to Section 2.10 and on each Extended Maturity Effective
date, the Borrowers shall pay or prepay so much of the Loans (or cash collateralize Letters of Credit in accordance with the last
paragraph of Article VII), as shall be necessary in order that, after giving effect to such reduction, termination or extension,
the aggregate principal amount of the Revolving Credit Outstandings shall not exceed the Total Commitment.


 


(c)       Each
notice of prepayment shall specify the prepayment date and the principal amount of each Loan (or portion thereof) to be prepaid,
shall be irrevocable (but may be conditioned upon the closing of any financing arrangement obtained to refinance or replace the
Facility) and shall commit the applicable Borrower to prepay the Loan to which such notice relates by the amount stated therein
on the date stated therein.  All prepayments under this Section 2.11 shall be subject to Section 2.14 but
otherwise without premium or penalty.  All prepayments under this Section 2.11 shall be accompanied by accrued
interest on the principal amount being prepaid to the date of payment.


 


(d)       If
at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Commitments at such time, the
Borrowers shall forthwith prepay the Loans then outstanding in an amount equal to such excess.  If any such excess remains
after repayment in full of the aggregate outstanding Loans, the Borrowers shall provide cash collateral for the Letter of Credit
Obligations in accordance with the last paragraph of Article VII in an amount equal to 105% of such excess.


 


SECTION 2.12.  Reserve
Requirements; Change in Circumstances.  (a)   Notwithstanding any other provision herein other than
Section 2.14(c) and with respect to Taxes (which shall be governed solely and exclusively by Section 2.18), if after
the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall
impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the
account of or credit extended by any Lender that makes a LIBOR Loan or shall impose on such Lender or the London interbank market
or other market in which Lenders ordinarily raise Dollars or Euros, as applicable, to fund Loans of the requested Type any other
condition affecting this Agreement or LIBOR Loans made by such Lender, and the result of any of the foregoing shall be to increase
the cost to such Lender of funding, making or maintaining any LIBOR Loan or to reduce the amount of any sum received or receivable
by such Lender hereunder (whether of principal, interest or otherwise), by an amount reasonably determined by such Lender to be
material, then AlcoaArconic
will pay or cause the other Borrowers to pay to such Lender upon demand such additional amount or amounts as will compensate such
Lender for such additional costs incurred or reduction suffered; provided, that such Lender shall be generally seeking,
or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the
extent such Lender has the right under such similar credit facilities to do so) in similar circumstances.


 






    26


     


    

 


(b)       If
any Lender reasonably determines that the introduction of any law regarding capital adequacy or liquidity or any change therein
or in the interpretation thereof, or compliance by such Lender therewith, has the effect of reducing the rate of return on the
capital of such Lender or any Parent Company of such Lender by an amount reasonably determined by such Lender or such Parent Company
as a consequence of such Lender’s obligations hereunder (taking into consideration such Lender’s policies and the policies
of such Parent Company with respect to capital adequacy and/or liquidity and such Lender’s desired return on capital), then
from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), AlcoaArconic
shall pay or cause the other Borrowers to pay to such Lender such additional amount or amounts as will compensate such Lender or
such Parent Company for such reduction; provided, that (x) such Lender shall be generally seeking, or intending generally
to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has
the right under such similar credit facilities to do so) with respect to such change in or in the interpretation in any law regarding
capital requirements and (y) such additional amounts shall not be duplicative of any amounts to the extent otherwise paid by AlcoaArconic
or the other Borrowers, as the case may be, under any other provision of this Agreement; provided, further that, this Section
2.12 shall be deemed to apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued
in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking
Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities,
regardless of the date adopted, issued, promulgated or implemented.


 


(c)       A
certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its Parent Company
as specified in paragraph (a) or (b) above, as the case may be, together with a statement of reasons for such demand and showing
the calculation for such amounts shall be delivered to AlcoaArconic
and shall be conclusive absent manifest error; provided, that such certificate states that such Lender is treating substantially
all similarly situated borrowers in a manner that is consistent with the treatment afforded the Borrowers hereunder.  AlcoaArconic
shall pay or cause to be paid to each Lender the amount shown as due on any such certificate delivered by it within ten (10) days
after its receipt of the same.


 


(d)       Except
as provided in this paragraph, failure on the part of any Lender to demand compensation for any increased costs or reduction in
amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such
Lender’s right to demand compensation with respect to such period or any other period.  The protection of this
Section 2.12 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability
of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.  No Lender
shall be entitled to compensation under this Section 2.12 for any costs incurred or reductions suffered with respect to
any date unless it shall have notified AlcoaArconic
that it will demand compensation for such costs or reductions under paragraph (c) above not more than 60 days after the later of
(i) such date and (ii) the date on which it shall have or reasonably should have become aware of such costs or reductions; provided
that if the applicable change or introduction with respect to the relevant law or regulation giving rise to such costs or reductions
is retroactive, then the 60 day period referred to above shall be extended to include the period of retroactive effect thereof.  In
the event a Borrower shall reimburse any Lender pursuant to this Section 2.12 for any cost and the Lender shall subsequently
receive a refund in respect thereof, the Lender shall so notify such Borrower and shall pay to such Borrower the portion of such
refund which it shall determine in good faith to be allocable to the cost so reimbursed.


 






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SECTION 2.13.  Change
in Legality.  (a)  Notwithstanding any other provision herein other than Section 2.14(c), if any
change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration
or interpretation thereof shall make it unlawful for any Lender to make or maintain any LIBOR Loan or to give effect to its obligations
as contemplated hereby with respect to any LIBOR Loan, then, by written or telecopy notice to AlcoaArconic
and the Administrative Agent, such Lender may:


 


(i)       declare
that LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower for a LIBOR Borrowing
shall, as to such Lender only, be deemed a request for a Base Rate Loan unless such declaration shall be subsequently withdrawn;
and


 


(ii)       require
that all outstanding LIBOR Loans made by it be converted to Base Rate Loans, in which event all such LIBOR Loans shall automatically
be so converted as of the effective date of such notice as provided in paragraph (b) below.


 


In the event any Lender shall exercise
its rights under clause (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to
repay the LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied
to repay the Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR Loans.


 


(b)       For
purposes of this Section 2.13, a notice by any Lender shall be effective as to each LIBOR Loan, if lawful, on the last day
of the Interest Period applicable to such LIBOR Loan; in all other cases such notice shall be effective on the date of receipt.


 


SECTION 2.14.  Indemnity.  AlcoaArconic
shall indemnify or cause the other Borrowers to indemnify each Lender against any loss or expense (excluding loss of anticipated
profits) which such Lender may sustain or incur as a consequence of (a) any failure to fulfill on the date of any Borrowing hereunder
the applicable conditions set forth in Article IV, (b) any failure by a Borrower to borrow any LIBOR Loan hereunder after
irrevocable notice of such Borrowing has been given pursuant to Section 2.03, (c) any payment or prepayment of a LIBOR Loan
required by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest
Period applicable thereto, other than any loss of profit resulting from any event, circumstance or condition set forth in Section
2.12 or 2.13, (d) any default in payment or prepayment of the principal amount of any LIBOR Loan or any part thereof
or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration,
irrevocable notice of prepayment or otherwise), (e) the occurrence of any Event of Default or (f) the assignment of a LIBOR Loan
other than on the last day of the Interest Period applicable thereto as the result of a request by a Borrower pursuant to Section
2.19, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in
liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a LIBOR Loan.  Such
loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i)
its cost of obtaining the funds for the Loan being paid, prepaid or not borrowed (assumed to be the LIBO Rate applicable thereto)
for the period from the date of such payment, prepayment or failure to borrow to the last day of the Interest Period for such Loan
(or, in the case of a failure to borrow the Interest Period for such Loan which would have commenced on the date of such failure)
over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying
the funds so paid, prepaid or not borrowed for such period or Interest Period, as the case may be.  A certificate of
any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section together with
a statement of reasons for such demand and the calculation of such amount or amounts shall be delivered to AlcoaArconic
and shall be conclusive absent manifest error.


 






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SECTION 2.15.  Pro
Rata Treatment.  Except as required under Section 2.13 or as provided under Section 2.06(e), each Borrowing,
each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of the Facility Fee
and each conversion or continuation of any Borrowing with a Borrowing of any Type, shall be allocated pro rata among the
Lenders in accordance with their respective Commitments (or, if such Commitments shall have expired or been terminated, in accordance
with the respective principal amounts of their outstanding Loans).  Each Lender agrees that in computing such Lender’s
portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage
of such Borrowing, computed in accordance with Schedule 2.01(a), to the next higher or lower whole of the Dollar Equivalent
amount.  All payments of fees (other than the Facility Fee) and all other payments in respect of any other Obligation
shall be allocated among such of the Lenders and Issuers as are entitled thereto and, for such payments allocated to the Lenders,
in proportion to their respective Ratable Portions.


 


SECTION 2.16.  Sharing
of Setoffs.  Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff
or counterclaim against any Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or
other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any
Loan or Loans or any Letter of Credit Obligation as a result of which the unpaid principal portion of its Revolving Credit Outstandings
shall be proportionately less than the unpaid principal portion of the Revolving Credit Outstandings of any other Lender, it shall
be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the
purchase price for, a participation in the Revolving Credit Outstandings of such other Lender, so that the aggregate unpaid principal
amount of the Revolving Credit Outstandings and participations in Revolving Credit Outstandings held by each Lender shall be in
the same proportion to the aggregate unpaid principal amount of all Revolving Credit Outstandings then outstanding as the principal
amount of its Revolving Credit Outstandings prior to such exercise of banker’s lien, setoff or counterclaim or other event
was to the principal amount of all Revolving Credit Outstandings outstanding prior to such exercise of banker’s lien, setoff
or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be
made pursuant to this Section and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or
adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest.  AlcoaArconic
and each other Borrower expressly consent to the foregoing arrangements and agree that any Lender holding a participation in any
of the Revolving Credit Outstandings deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff
or counterclaim with respect to any and all moneys owing by AlcoaArconic
or such other Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan or otherwise extended credit
directly to AlcoaArconic
or such Borrower in the amount of such participation.


 


SECTION 2.17.  Payments.  (a)  Each
payment or prepayment by any Borrower of the principal of or interest on any Loans, any fees payable to the Administrative Agent
or the Lenders or any other amounts due hereunder (other than amounts referred to in clause (b) below) shall be made, without setoff
or counterclaim, not later than 12:00 (noon), New York City time, on the date when due, in the currency specified herein (or, if
no such currency is specified, in Dollars) to the Administrative Agent at its offices at 1615 Brett Road, Building #3, New Castle,
Delaware, 19720, in immediately available funds.


 






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(b)       Whenever
any payment (including principal of or interest on any Borrowing or any fees or other amounts) hereunder shall become due, or otherwise
would occur, on a day that is not a Business Day, except as provided in the definition of Interest Period, such payment may be
made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest
or fees, if applicable.


 


(c)       Each
payment by any Borrower of any Loan, Reimbursement Obligation (including interest or ‎fees in respect thereof) and each reimbursement
of various costs, expenses or other Obligation ‎shall be made in the currency in which such Loan was made, such Letter of Credit
issued or such ‎cost, expense or other Obligation was incurred; provided, however, that the Letter of Credit
 ‎Reimbursement Agreement for a Letter of Credit may specify another currency for the ‎Reimbursement Obligation in respect
of such Letter of Credit.‎


 


SECTION 2.18.  Taxes.  (a)  Any
and all payments by or on behalf of a Borrower hereunder shall be made free and clear of and without deduction for any Indemnified
Taxes.  If any Borrower shall be required by law to deduct any Indemnified Taxes or Other Taxes from or in respect of
any sum payable hereunder to the Lenders or the Issuers (or any Transferee) or the Administrative Agent, (i) the sum payable shall
be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional
sums payable under this Section 2.18) such Lender or Issuer (or Transferee) or the Administrative Agent (as the case may
be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall
make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental
Authority in accordance with applicable law; provided, however, that no Transferee of any Lender shall be entitled
to receive any greater payment under this Section 2.18 than such Lender would have been entitled to receive immediately
before assignment, participation or other transfer with respect to the rights assigned, participated or transferred unless such
assignment, participation or transfer shall have been made (A) prior to the occurrence of an event (including any change in treaty,
law or regulation) giving rise to such greater payment or (B) at the request of AlcoaArconic.


 


(b)       In
addition, each Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise
with respect to, this Agreement (herein referred to as “Other Taxes”).


 


(c)       Each
Borrower will indemnify each Lender and each Issuer (or Transferee) and the Administrative Agent for the full amount of Indemnified
Taxes and Other Taxes (including any Indemnified Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.18(c)) paid by such Lender or Issuer (or Transferee) or the Administrative Agent, as the case may be, and any
liability (including penalties, interest and expenses) arising therefrom or with respect thereto.  Such indemnification
shall be made within 30 days after the date any Lender or Issuer (or Transferee) or the Administrative Agent, as the case may be,
makes written demand therefor, together with a statement of reasons for such demand and the calculations of such amount.  Such
calculations, if made in good faith, absent manifest error, shall be final and conclusive on all parties.


 






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(d)       Within
30 days after the date of any payment of Taxes or Other Taxes withheld by any Borrower in respect of any payment to any Lender
or Issuer (or Transferee) or the Administrative Agent, such Borrower will furnish to the Administrative Agent, at its address referred
to in Section 10.01, the original or a certified copy of a receipt evidencing payment thereof (or other evidence satisfactory
to the Administrative Agent).


 


(e)       Without
prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section
2.18 shall survive the payment in full of the principal of and interest on all Loans made hereunder.


 


(f)       Each
Lender and each Issuer (or Transferee) represents to AlcoaArconic
that, on the date such Lender (or such Transferee) becomes a party to this Agreement, it is eligible to receive payments of interest
hereunder from AlcoaArconic
or any Borrowing Subsidiary without withholding in respect of United States Federal withholding tax (except, in the case of a Transferee
of any Lender, as a result of the occurrence of an event (including a change in treaty, law or regulation) after the date of this
Agreement giving rise to withholding to which such Lender would be subject).


 


(g)       Each
Lender and each Issuer (or Transferee), other than a Transferee described in the exception in Section 2.18(f), that is not
a “United States person,” within the meaning of Section 7701(a)(30) of the Code, shall, on or before the date
it becomes a party to this Agreement (or, in the case of a Transferee that is a participation holder, on or before the date such
Transferee becomes a participation holder hereunder), deliver to AlcoaArconic
and the Administrative Agent such certificates, documents or other evidence, as required by the Code or Treasury Regulations issued
pursuant thereto, including Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or any other applicable certificate
or statement of exemption, properly completed and duly executed by such Lender or Issuer (or Transferee) establishing that payment
made to such Lender or Issuer (or Transferee) is (i) not subject to United States Federal withholding tax under the Code because
such payments are effectively connected with the conduct by such Lender or Issuer (or Transferee) of a trade or business in the
United States, (ii) totally exempt from United States Federal withholding tax under a provision of an applicable tax treaty, or
(iii) eligible for the benefits of the exemption for portfolio interest under Section 881(c) of the Code, in which case such Lender
or Issuer (or Transferee) shall also deliver a certificate to the effect that such Lender or Issuer is not (A) a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any of the Borrowers
within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described
in Section 881(c)(3)(C) of the Code.  In addition, each such Lender or Issuer (or such Transferee) shall, if legally
able to do so, thereafter deliver such certificates, documents or other evidence from time to time establishing that payments received
hereunder are not subject to, or subject to a reduced rate of, such withholding upon receipt of a written request therefor from
AlcoaArconic
or the Administrative Agent or within 30 days of any certificate or statement of exemption previously provided becoming incorrect.  Unless
AlcoaArconic
and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder are
not subject to, or subject to a reduced rate of, United States Federal withholding tax, AlcoaArconic
or the Administrative Agent shall withhold such taxes from such payments at the applicable statutory rate.


 


(h)       Each
Lender and each Issuer (or Transferee) that is a “United States person,” shall, on or before the date it becomes
a party to this Agreement (or, in the case of a Transferee that is a participation holder, on or before the date such Transferee
becomes a participation holder hereunder), deliver to AlcoaArconic
and the Administrative Agent such certificates, documents or other evidence, as required by the Code or Treasury Regulations issued
pursuant thereto, including Internal Revenue Service Form W-9 or any other applicable certificate or statement of exemption properly
completed and duly executed by such Lender or Issuer (or Transferee) establishing that payment made to such Lender or Issuer (or
Transferee) is not subject to United States Federal backup withholding tax under the Code.  In addition, each such Lender
or Issuer (or such Transferee) shall, if legally able to do so, thereafter deliver such certificates, documents or other evidence
from time to time establishing that payments received hereunder are not subject to such withholding upon receipt of a written request
therefor from AlcoaArconic
or the Administrative Agent.  Unless AlcoaArconic
and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder are
not subject to United States Federal backup withholding tax, AlcoaArconic
or the Administrative Agent shall withhold such taxes from such payments at the applicable statutory rate.


 






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(i)       Each
Lender or Issuer (or Transferee) that is entitled to any exemption or reduction of non-U.S. withholding tax with respect to any
payment under this Agreement shall, on or before the date it becomes a party to this Agreement (or, in the case of a Transferee
that is a participation holder, on or before the date such Transferee becomes a participation holder hereunder), deliver to AlcoaArconic
and the Administrative Agent such certificates, documents or other evidence, as required by law, or as may reasonably be requested
by AlcoaArconic,
establishing that such payment is not subject to, or is subject to a reduced rate of, withholding.  In addition, each
such Lender or Issuer (or such Transferee) shall, if legally able to do so, thereafter deliver such certificates, documents or
other evidence from time to time establishing that payments received hereunder are not subject to such withholding upon receipt
of a written request therefor from AlcoaArconic
or the Administrative Agent.


 


(j)       None
of the Borrowers shall be required to pay any additional amounts to any Lender or Issuer (or Transferee) in respect of any withholding
tax pursuant to paragraph (a) above to the extent that the obligation to pay such additional amounts would not have arisen but
for a failure by such Lender or Issuer (or Transferee) to deliver the certificates, documents or other evidence required to be
delivered under the preceding paragraph (g), (h) or (i) unless such failure is attributable to (i) a change in applicable law,
regulation or official interpretation thereof or (ii) an amendment or modification to or a revocation of any applicable tax treaty
or a change in official position regarding the application or interpretation thereof, in each case on or after the date such Lender
or Issuer (or Transferee) became a party to this Agreement.


 


(k)       Any
Lender or Issuer (or Transferee) claiming any additional amounts payable pursuant to this Section 2.18 shall use reasonable
efforts (consistent with its internal policies and legal and regulatory restrictions) to, at the expense of the Borrowers, file
any certificate or document reasonably requested in writing by the relevant Borrower or to change the jurisdiction of its applicable
lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts
which may thereafter accrue and would not, in the sole determination of such Lender or Issuer (or Transferee), be otherwise disadvantageous
to such Lender or Issuer (or Transferee).


 


(l)       If
any Lender or Issuer (or Transferee) or the Administrative Agent receives a refund in respect of any Indemnified Taxes or Other
Taxes as to which it has been indemnified by a Borrower pursuant to this Section 2.18, it shall promptly repay such refund
to such Borrower (to the extent of amounts that have been paid by such Borrower under this Section 2.18 with respect to
such refund), net of all out-of-pocket expenses (including Taxes imposed with respect to such refund) of such Lender or Issuer
(or Transferee) or the Administrative Agent and without interest (other than interest paid by the relevant taxing authority with
respect to such refund); provided, however, that such Borrower, upon the request of such Lender or Issuer (or Transferee)
or the Administrative Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender or Issuer
(or Transferee) or the Administrative Agent in the event such Lender or Issuer (or Transferee) or the Administrative Agent is required
to repay such refund.  Nothing in this Section 2.18 shall obligate any Lender or Issuer (or Transferee) or the
Administrative Agent to apply for any such refund.


 






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(m)       Nothing
contained in this Section 2.18 shall require any Lender or Issuer (or Transferee) or the Administrative Agent to make available
any of its tax returns (or any other information relating to its Taxes which it deems to be confidential).


 


(n)       No
Borrower shall be required to reimburse any Lender or Issuer (or Transferee) or the Administrative Agent with respect to any Indemnified
Taxes or Other Taxes unless such Lender, Issuer, Transferee or the Administrative Agent notifies such Borrower of the amount of
such Indemnified Taxes or Other Taxes on or before the second anniversary of the date such Lender, Issuer, Transferee or the Administrative
Agent pays such Indemnified Taxes or Other Taxes.


 


SECTION 2.19.  Assignment
of Loans and Commitments Under Certain Circumstances.  In the event that (i) any Lender shall have delivered a notice
or certificate pursuant to Section 2.12 or 2.13, (ii) a Borrower shall be required to make additional payments to
any Lender under Section 2.18 or (iii) any Lender becomes a Defaulting Lender, AlcoaArconic
shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer
and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all its interests,
rights and obligations under this Agreement to another financial institution or other entity which shall assume such obligations;
provided, however, that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental
Authority and (ii) AlcoaArconic
or the assignee, as the case may be, shall pay (or, in the case of AlcoaArconic,
cause another Borrower to pay) to the affected Lender in immediately available funds on the date of such termination or assignment
the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for
its account or owed to it hereunder.


 


SECTION 2.20.  Increase
in Commitments.  (a) AlcoaArconic
may from time to time, by written notice to the Administrative Agent, executed by AlcoaArconic
and one or more financial institutions (any such financial institution referred to in this Section being called a “Prospective
Lender”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments
to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice;
provided, however, that (i) the amount of any such increase in the Commitments shall be no less than $25,000,000,
(ii) the sum of the aggregate amount of increases in Commitments under this Section 2.20, during the term of this Agreement,
shall not exceed $500,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval
of the Administrative Agent (which approval shall not be unreasonably withheld) and (iv) each Prospective Lender, if not already
a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed
Accession Agreement.  Increases in Commitments and new Commitments created pursuant to this Section shall become effective
(A) in the case of Prospective Lenders already parties hereto, on the date specified in the notice delivered pursuant to this Section
and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement.  Upon
the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter
be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder
and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01(a) shall be deemed to have been amended to reflect
the Commitment of the additional Lender as provided in such Accession Agreement.  Upon the effectiveness of any increase
pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01(a) shall be deemed to have
been amended to reflect the increased Commitment of such Lender.  Notwithstanding the foregoing, no increase in the aggregate
Commitments (or in the Commitment of any Lender) shall become effective under this Section unless (i) the Administrative Agent
shall have received (A) a
written opinion reasonably satisfactory to the Administrative Agent and the Lenders of Delaware counsel,
as Counsel of Arconic, addressed to the Administrative Agent and the Lenders and (B)
documents consistent with those delivered under paragraphs
(a) and (c) of Section 4.014
as to the corporate power and authority of AlcoaArconic
to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs
(b) and (c) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be
references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and
executed by a Financial Officer of AlcoaArconic.  Following
any increase of a Lender’s Commitment or any extension of a new Commitment pursuant to this paragraph, any Loans outstanding
prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests
Periods applicable thereto, and shall then be repaid or refinanced with new Loans made pursuant to Section 2.01; provided
that notwithstanding anything to the contrary in this Agreement, the conditions to borrowing set forth in Section 4.02 shall
not apply to such new Loans to the extent they are in a principal amount not greater than that of the Loans being refinanced.  Notwithstanding
anything to the contrary in this Agreement, no Lender shall be required to be a Prospective Lender.


 






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SECTION 2.21.  Extensions
of Initial Scheduled Maturity Date.


 


(a)       AlcoaArconic
may, by written notice to the Administrative Agent (each an “Extension Request”) given on any date no later
than forty-five (45) days prior to each one year anniversary of the Effective Date, requesting that the Initial Scheduled Maturity
Date be extended (i) to the First Extended Maturity Date (the “First Extension”) or, (ii) to the extent the
Initial Scheduled Maturity Date shall have been extended to the First Extended Maturity Date, to the Second Extended Maturity date
(the “Second Extension”); provided, however, that AlcoaArconic
may only give two such Extension Requests during the terms of this Agreement.  The Administrative Agent shall promptly
advise the Lenders and the Issuers of any Extension Request given pursuant to this Section 2.21.


 


(b)       The
Initial Scheduled Maturity Date shall be extended (i) with respect to the Commitment, Loans and the other rights and obligations
of the Lenders or Issuers that, each acting in its sole discretion, have consented to the First Extension, to the First Extended
Maturity Date and (ii) with respect to the Commitment, Loans and the other rights and obligations of the Lenders or Issuers that,
each acting in its sole discretion, have consented to the Second Extension, to the Second Extended Maturity Date, in each case
of (i) and (ii) above, if (A) the Administrative Agent shall have received the written consent of the Required Lenders to the applicable
Extension Request prior to the one year anniversary of the Effective Date occurring immediately after the date on which the applicable
Extension Request has been given (each such date, an “Extended Maturity Effective Date”); (B) the representations
and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the applicable
Extended Maturity Effective Date with the same effect as though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date; (C) each Borrower shall be in compliance in all material respects with all
the terms and provisions set forth herein on its part to be observed or performed, and on the applicable Extended Maturity Effective
Date and immediately after the Initial Scheduled Maturity Date has been extended as requested in the applicable Extension Request,
no Event of Default or Default shall have occurred and be continuing; and (D) the Administrative Agent shall have received (x)
the relevant Extension Request and (y) a certificate dated the applicable Extended Maturity Effective Date confirming the satisfaction
of the condition set forth in clause (B) above and that as of such Extended Maturity Effective Date, no Event of Default or Default
has occurred and is continuing.  In no event shall the Initial Scheduled Maturity Date or the First Extended Maturity
Date, as applicable, be extended with respect to the Commitments, Loans or any other right or obligations hereunder of any Lender
or Issuer without the prior written consent of such Lender or Issuer to such extension.


 






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(c)       In
the event that any Lender or any Issuer shall not have consented to an Extension Request, AlcoaArconic
shall have the right, at its own expense, upon notice to such Lender or Issuer and the Administrative Agent, to require such Lender
or Issuer to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04)
all its interests, rights and obligations under this Agreement to another financial institution or other entity (provided,
in the case of a replacement of an Issuer, that such financial institution or other entity complies with the definition of Issuer
hereunder) that has informed the Administrative Agent of its consent to such Extension Request in writing prior to the applicable
Extended Maturity Effective Date, which shall assume such obligations; provided, however, that (i) no such assignment
shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) AlcoaArconic
or the assignee, as the case may be, shall pay (or, in the case of AlcoaArconic,
cause another Borrower to pay) to the affected Lender or Issuer in immediately available funds on the date of such termination
or assignment the principal of and interest accrued to the date of payment on the Loans made or Letter of Credit Issued by such
affected Lender or Issuer, as applicable, and all other amounts accrued for such affected Lender’s or Issuer’s account
or owed to it hereunder.


 


SECTION 2.22.  Letters
of Credit.  (a)  On the terms and subject to the conditions contained in this Agreement, each Issuer agrees,
in its sole discretion, may elect to Issue at the request of any Borrower and for the account of such Borrower one or
more Letters of Credit from time to time on any Business Day during the Revolving Credit Period; provided, however,
that no Issuer shall be under any obligation to Issue (and, upon the occurrence of any of the events described in clauses (ii),
(iii), (iv), (v), and (vi)(A) below, shall not Issue) any Letter of Credit upon the occurrence of any of the following:


 


(i)       any
order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuer
from Issuing such Letter of Credit or any requirement of law applicable to such Issuer or any request or directive (whether or
not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that
such Issuer refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon
such Issuer with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not
otherwise compensated) not in effect on the date of this Agreement or result in any unreimbursed loss, cost or expense that was
not applicable, in effect or known to such Issuer as of the date of this Agreement and that such Issuer in good faith deems material
to it;


 


(ii)       such
Issuer shall have received any written notice of the type described in clause (d) below;


 


(iii)       after
giving effect to the Issuance of such Letter of Credit, the aggregate Revolving Credit Outstandings would exceed the aggregate
Commitments in effect at such time;


 


(iv)       after
giving effect to the Issuance of such Letter of Credit, (A) the sum of (i) the Dollar Equivalents of the aggregate undrawn face
amount of all Letters of Credit Issued by such Issuer outstanding at such time and (ii) the Dollar Equivalent of the Reimbursement
Obligations owed to such Issuer at such time exceeds such Issuer’s L/C Commitment or (B) the sum of (i) the Dollar Equivalents
of the Letter of Credit Undrawn Amounts at such time and (ii) the Dollar Equivalents of the Reimbursement Obligations at such time
exceeds the Letter of Credit Sublimit;


 


(v)       such
Letter of Credit is requested to be denominated in any currency other than Dollars or Euros; or


 


(vi)(A)any
fees due in connection with a requested Issuance have not been paid, (B) such Letter of Credit is requested to be Issued in a form
that is not acceptable to such Issuer or (C) the Issuer for such Letter of Credit shall not have received, in form and substance
reasonably acceptable to it and, if applicable, duly executed by such Borrower, applications, agreements and other documentation
(collectively, a “Letter of Credit Reimbursement Agreement”) such Issuer generally employs in the ordinary course
of its business for the Issuance of letters of credit of the type of such Letter of Credit.


 






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None of the Lenders (other than the Issuers
in their capacity as such) shall have any obligation to Issue any Letter of Credit.


 


(b)       In
no event shall the expiration date of any Letter of Credit (i) be more than one year after the date of issuance thereof or (ii)
be less than five days prior to the Initial Scheduled Maturity Date (or, (A) with respect to any Letter of Credit Issued by any
Issuer that has consented to the First Extension, if each of the conditions set forth in Section 2.221(b)
with respect to the First Extension shall have been satisfied, the First Extended Maturity Date or (B) with respect to any Letter
of Credit Issued by any Issuer that has consented to the Second Extension, if each of the conditions set forth in Section 2.221(b)
with respect to the Second Extension shall have been satisfied, the Second Extended Maturity Date); provided, however,
that any Letter of Credit with a term less than or equal to one year may provide for the renewal thereof for additional periods
less than or equal to one year, as long as, (x) on or before the expiration of each such term and each such period, the applicable
Borrower and the Issuer of such Letter or Credit shall have the option to prevent such renewal and (y) such Borrower shall not
permit any such renewal to extend the expiration date of any Letter beyond the date set forth in clause (ii) above.


 


(c)       In
connection with the Issuance of each Letter of Credit, the applicable Borrower shall give the relevant Issuer and the Administrative
Agent at least two Business Days’ prior written notice, in substantially the form of Exhibit E (or in such other written
or electronic form as is acceptable to the Issuer), of the requested Issuance of such Letter of Credit (a “Letter of Credit
Request”).  Such notice shall be irrevocable and shall specify the Issuer of such Letter of Credit, the currency
of issuance and face amount of the Letter of Credit requested (whose Dollar Equivalent shall not be less than $1,000,000), the
date of Issuance of such requested Letter of Credit, the date on which such Letter of Credit is to expire (which date shall be
a Business Day) and, in the case of an issuance, the person for whose benefit the requested Letter of Credit is to be issued.  Such
notice, to be effective, must be received by the relevant Issuer and the Administrative Agent not later than 11:00 a.m. (New York
time) on the second Business Day prior to the requested Issuance of such Letter of Credit.


 


(d)       Subject
to the satisfaction of the conditions set forth in this Section 2.22, the relevant Issuer shall,
in its sole discretion, may elect to Issue, on the requested date, Issue
a Letter of Credit on behalf of the applicable Borrower in accordance with such Issuer’s usual and customary business practices.  No
Issuer shall Issue any Letter of Credit in the period commencing on the first Business Day after it receives written notice from
any Lender or the Administrative Agent that one or more of the conditions precedent contained in Section 4.02 or clause
(a) above (other than those conditions set forth in clauses (a)(i), (a)(vi)(B) and (C) above and, to the extent such clause relates
to fees owing to the Issuer of such Letter of Credit and its Affiliates, clause (a)(vi)(A) above) are not on such date satisfied
or duly waived and ending when such conditions are satisfied or duly waived.  No Issuer shall otherwise be required to
determine that, or take notice whether, the conditions precedent set forth in Section 4.02 have been satisfied in connection
with the Issuance of any Letter of Credit.


 


(e)       Each
Borrower agrees that, if requested by the Issuer of any Letter of Credit, it shall execute a Letter of Credit Reimbursement Agreement
in respect to any Letter of Credit Issued hereunder for the account of such Borrower.  In the event of any conflict between
the terms of any Letter of Credit Reimbursement Agreement and this Agreement, the terms of this Agreement shall govern.


 






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(f)       Each
Issuer shall comply with the following:


 


(i)       give
the Administrative Agent written notice (or telephonic notice confirmed promptly thereafter in writing), which writing may be a
telecopy or electronic mail, of the Issuance of any Letter of Credit Issued by it, of all drawings under any Letter of Credit Issued
by it and of the payment (or the failure to pay when due) by any Borrower of any Reimbursement Obligation when due (which notice
the Administrative Agent shall promptly transmit by telecopy, electronic mail or similar transmission to each Lender);


 


(ii)       upon
the request of any Lender, furnish to such Lender copies of any Letter of Credit Reimbursement Agreement to which such Issuer is
a party and such other documentation as may reasonably be requested by such Lender; and


 


(iii)       no
later than 10 Business Days following the last day of each calendar quarter, provide to the Administrative Agent (and the Administrative
Agent shall provide a copy to each Lender requesting the same) and AlcoaArconic
separate schedules for Documentary Letters of Credit and Standby Letters of Credit issued by it, in form and substance reasonably
satisfactory to the Administrative Agent, setting forth the aggregate Letter of Credit Obligations, in each case outstanding at
the end of each quarter and any information requested by the Borrowers or the Administrative Agent relating thereto.


 


(g)       Immediately
upon the issuance by an Issuer of a Letter of Credit in accordance with the terms and conditions of this Agreement, such Issuer
shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed irrevocably and unconditionally to
have purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation, to the extent
of such Lender’s Ratable Portion of the Commitments, in such Letter of Credit and the obligations of the Borrowers with respect
thereto (including all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto.


 


(h)       AlcoaArconic
and each other Borrower agrees to pay to the Issuer of any Letter of Credit the amount of all Reimbursement Obligations owing to
such Issuer under any Letter of Credit issued for its account no later than the date that is the next succeeding Business Day after
such Borrower receives written notice from such Issuer that payment has been made under such Letter of Credit (the “Reimbursement
Date”), irrespective of any claim, set-off, defense or other right that such Borrower may have at any time against such
Issuer or any other person.  In the event that any Issuer makes any payment under any Letter of Credit and the Borrowers
shall not have repaid such amount to such Issuer pursuant to this clause (h) or any such payment by the Borrowers is rescinded
or set aside for any reason, such Reimbursement Obligation shall be payable on demand with interest thereon computed (i) from the
date on which such Reimbursement Obligation arose to the Reimbursement Date, at the rate of interest applicable during such period
to Loans that are Base Rate Loans and (ii) from the Reimbursement Date until the date of repayment in full, at the rate of interest
applicable during such period to past due Loans that are Base Rate Loans, and such Issuer shall promptly notify the Administrative
Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative
Agent for the account of such Issuer the amount of such Lender’s Ratable Portion of such payment (or the Dollar Equivalent
thereof if such payment was made in any currency other than Dollars) in immediately available Dollars.  If the Administrative
Agent so notifies such Lender prior to 11:00 a.m. (New York time) on any Business Day, such Lender shall make available to the
Administrative Agent for the account of such Issuer its Ratable Portion of the amount of such payment on such Business Day in immediately
available funds.  Upon such payment by a Lender, such Lender shall, except during the continuance of a Default or Event
of Default under clause (g) or clause (h) of Article VII and notwithstanding whether or not the conditions precedent set
forth in Section 4.02 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), be deemed
to have made a Loan to the applicable Borrower in the principal amount of such payment.  Whenever any Issuer receives
from any Borrower a payment of a Reimbursement Obligation as to which the Administrative Agent has received for the account of
such Issuer any payment from a Lender pursuant to this clause (h), such Issuer shall pay over to the Administrative Agent any amount
received in excess of such Reimbursement Obligation and, upon receipt of such amount, the Administrative Agent shall promptly pay
over to each Lender, in immediately available funds, an amount equal to such Lender’s Ratable Portion of the amount of such
payment adjusted, if necessary, to reflect the respective amounts the Lenders have paid in respect of such Reimbursement Obligation.


 






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(i)       If
and to the extent such Lender shall not have so made its Ratable Portion of the amount of the payment required by clause (h) above
available to the Administrative Agent for the account of such Issuer, such Lender agrees to pay to the Administrative Agent for
the account of such Issuer forthwith on demand any such unpaid amount together with interest thereon, for the first Business Day
after payment was first due at the Federal Funds Rate and, thereafter, until such amount is repaid to the Administrative Agent
for the account of such Issuer, at a rate per annum equal to the rate applicable to Base Rate Loans under the Facility.


 


(j)       Each
Borrower’s obligation to pay each Reimbursement Obligation and the obligations of the Lenders to make payments to the Administrative
Agent for the account of the Issuers with respect to Letters of Credit shall be absolute, unconditional and irrevocable and shall
be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, including the
occurrence of any Default or Event of Default, and irrespective of any of the following:


 


(i)       any
lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein;


 


(ii)       any
amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document;


 


(iii)       the
existence of any claim, set-off, defense or other right that AlcoaArconic,
any other Borrower, any other party guaranteeing, or otherwise obligated with, any Borrower, any Subsidiary or other Affiliate
thereof or any other person may at any time have against the beneficiary under any Letter of Credit, any Issuer, the Administrative
Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related
or unrelated agreement or transaction;


 


(iv)       any
draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect;


 


(v)       payment
by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of
such Letter of Credit; and


 


(vi)       any
other act or omission to act or delay of any kind of the Issuer, the Lenders, the Administrative Agent or any other person or any
other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this
Section 2.22, constitute a legal or equitable discharge of Alcoa’sArconic’s
or any other Borrower’s obligations hereunder.


 






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Any action taken or omitted to be taken
by the relevant Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence
or willful misconduct, shall not result in any liability of such Issuer to the Borrowers or any Lender.  In determining
whether drafts and other documents presented under a Letter of Credit comply with the terms thereof, the Issuer may accept documents
that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information
to the contrary and, in making any payment under any Letter of Credit, the Issuer may rely exclusively on the documents presented
to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented
under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether
or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its
face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of
Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, and
any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall,
in each case, be deemed not to constitute willful misconduct or gross negligence of the Issuer.


 


SECTION 2.23.  Defaulting
Lender.


 


(a)       Reallocation
of Defaulting Lender Commitment.  If a Lender becomes, and during the period it remains, a Defaulting Lender, the
following provisions shall apply with respect to any outstanding Obligations:


 


(i)       the
Ratable Portion of such Defaulting Lender with respect to any Letter of Credit Obligations will, subject to the limitation in the
first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Lenders
that are Non-Defaulting Lenders pro rata in accordance with their respective Commitments; provided, that (A) the
sum of each Non-Defaulting Lender’s Ratable Portion of the Revolving Credit Outstandings may not in any event exceed the
Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any
payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim each Borrower, the Administrative
Agent, the Issuer or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting
Lender;


 


(ii)       to
the extent that any portion (the “unreallocated portion”) of the Ratable Portion of such Defaulting Lender with respect
to any Letter of Credit Obligations cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise,
the applicable Borrower will, not later than 10 Business Days after demand by the Administrative Agent (at the direction of the
Issuer), (A) deposit in a cash collateral account maintained with the Administrative Agent an amount at least equal to the aggregate
amount of the unreallocated portion of such Letter of Credit Obligations or (B) make other arrangements satisfactory to the Administrative
Agent, and to the Issuer, as the case may be, in their sole discretion to protect them against the risk of non-payment by such
Defaulting Lender; and


 






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(iii)       any
amount paid by any Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this
Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed
to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated, non-interest bearing account
until (subject to Section 2.10) the termination of the Commitments and payment in full of all Obligations of each Borrower
hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from
time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to
the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the
Issuer under this Agreement, third to the payment of post-default interest and then current interest due and payable to
the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due
and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably
among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and Reimbursement
Obligations then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due
and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and
seventh after the termination of the Commitments and payment in full of all Obligations of each Borrower hereunder, to pay
amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.


 


(b)       Cash
Collateral Call.  If any Lender becomes, and during the period it remains, a Defaulting Lender, if any Letter of
Credit is at the time outstanding, the Issuer may (except, in the case of a Defaulting Lender, to the extent the Commitments have
been fully reallocated pursuant to Section 2.23(a)), by notice to AlcoaArconic
and each other Borrower and such Defaulting Lender through the Administrative Agent, require any Borrower (i) to deposit in a cash
collateral account maintained by the Administrative Agent an amount at least equal to 105% of the aggregate amount of the unreallocated
obligations (contingent or otherwise) of such Defaulting Lender to be applied pro rata in respect thereof, or (ii) to make
other arrangements satisfactory to the Administrative Agent, and to the Issuer, as the case may be, in their sole discretion to
protect them against the risk of non-payment by such Defaulting Lender.


 


(c)       Right
to Give Drawdown Notices.  In furtherance of the foregoing, if any Lender becomes, and during the period it remains,
a Defaulting Lender, the Issuer is hereby authorized by any Borrower (which authorization is irrevocable and coupled with an interest)
to give, in its discretion, through the Administrative Agent, notices of Borrowing pursuant to Section 2.03 in such amounts
and at the rate of interest applicable during such period to Loans that are Base Rate Loans and in such times as may be required
to (i) pay matured Reimbursement Obligations and/or (ii) deposit in a cash collateral account maintained by the Administrative
Agent the obligations of such Borrower in respect of outstanding Letters of Credit in an amount at least equal to the aggregate
amount of the obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit.


 


(d)       Termination
of Defaulting Lender Commitments.  AlcoaArconic
may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than 10 Business Days’ prior notice
to the Administrative Agent (which will promptly notify the Lenders thereof); provided, that such termination will not be
deemed to be a waiver or release of any claim any Borrower, the Administrative Agent, the Issuer or any Lender may have against
such Defaulting Lender.


 


(e)       Cure.  If
any Borrower, the Administrative Agent and the Issuer agree in writing in their discretion that a Lender is no longer a Defaulting
Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified
in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then
held in the segregated account referred to in Section 2.23(a)), such Lender will, to the extent applicable, purchase at
par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine
to be necessary to cause such Lender’s Ratable Portion to be on a pro rata basis in accordance with its Commitment,
whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender; provided, that no adjustments
will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while such Lender was
a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties,
no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party
hereunder arising from such Lender having been a Defaulting Lender.


 






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ARTICLE
III


 


REPRESENTATIONS
AND WARRANTIES


 


Each Borrower represents
and warrants to each of the Lenders, the Issuers and the Administrative Agent with respect to itself as follows (except that the
Borrowing Subsidiaries make no representations or warranties under Section 3.06 or 3.09):


 


SECTION 3.01.  Organization.  Such
Borrower is duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization
and is duly qualified to do business as a foreign corporation (or other entity, as applicable) and, where applicable, is in good
standing in all other jurisdictions in which the ownership of its properties or the nature of its activities or both makes such
qualification necessary, except to the extent that failure to be so qualified would not result in a Material Adverse Effect.


 


SECTION 3.02.  Authorization.  Such
Borrower has power and authority, corporate or otherwise, to execute, deliver and carry out the provisions of this Agreement and
each other Loan Document to which it is a party, or to become a party to this Agreement in accordance with the terms hereof and
the terms of each other Loan Document, to borrow hereunder and to perform its obligations hereunder, under each other Loan Document
to which it is a party, and all such action has been duly and validly authorized by all necessary proceedings, corporate or otherwise,
on its part.


 


SECTION 3.03.  Enforceability.  This
Agreement and each other Loan Document to which such Borrower is a party has been duly executed and delivered by such Borrower
and constitutes the legal, valid and binding obligation of such Borrower enforceable in accordance with its terms, except as limited
by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or
by general principles of equity limiting the availability of equitable remedies.


 


SECTION 3.04.  Governmental
Approvals.  No authorization, consent, approval, license, exemption or other action by, and no registration, qualification,
designation, declaration or filing with, any Governmental Authority (other than filings under the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the SEC promulgated thereunder) is necessary in connection with such Borrower’s
execution and delivery of this Agreement and each other Loan Document to which such Borrower is a party, the consummation by any
Borrower of the transactions contemplated hereby or thereby or such Borrower’s performance of or compliance with the terms
and conditions hereof or thereof.


 






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SECTION 3.05.  No
Conflict.  None of the execution and delivery by such Borrower of this Agreement and each other Loan Document to
which such Borrower is a party, the consummation by such Borrower of the transactions contemplated hereby and thereby or performance
by such Borrower of or compliance by such Borrower with the terms and conditions hereof or thereof will (a) violate any law, constitution,
statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Governmental Authority to which it
is subject, (b) conflict with or result in a breach or default under its charter or Memorandum and Articles of Association or by-laws
(or equivalent organizational or governing documents), as applicable, (c) conflict with or result in a breach or default which
is material in the context of this Agreement under any agreement or instrument to which such Borrower is a party or by which it
or any of its properties, whether now owned or hereafter acquired, may be subject or bound or (d) result in the creation or imposition
of any Lien prohibited by Section 6.01 upon any property or assets, whether now owned or hereafter acquired, of such Borrower.


 


SECTION 3.06.  Financial
Statements.  In the case of AlcoaArconic,
it has furnished to the Lenders copies of its consolidated balance sheet as of December 31, 20127
and 2013, and the related consolidated statements of income and shareholders’
equity and cash flows for the three years ended December 31, 20137,
all audited by PricewaterhouseCoopers LLP, and Alcoa’sArconic’s
unaudited consolidated balance sheets as at March 31, 20148
and June 30, 2014 and the related unaudited consolidated statements of income
and shareholders’ equity and cash flows for the three months and six months, as applicable,
then ended.  Such financial statements (including the
notes thereto) present fairly the financial condition of AlcoaArconic
and its Subsidiaries as of such dates and the results of their operations and cash flows for the periods then ended (subject, in
the case of said balance sheets as at March 31, 20148
and June 30, 2014, and said statements of income, shareholders equity and cash
flows for the three months and six months, as applicable, then ended, to the absence
of footnote disclosure and normal year-end audit adjustments), all in conformity with GAAP.


 


SECTION 3.07.  No
Defaults.  No event has occurred and is continuing and no condition exists which constitutes a Default or Event of
Default hereunder.  Such Borrower is not in violation of (i) any term of its charter or constitution or by-laws (or the
equivalent organizational or governing documents), as applicable, or (ii) any agreement or instrument to which it is a party or
by which it or any of its properties may be subject or bound where such violation is likely to result in a Material Adverse Effect.


 


SECTION 3.08.  Litigation.  Except
as set forth in the financial statements referred to in Section 3.06 or the Exchange Act Reports or otherwise disclosed
on Schedule 3.08, there is no pending or, to the knowledge of any of its Responsible Officers, threatened proceeding by
or before any Governmental Authority against AlcoaArconic
or any or its Subsidiaries, which in the opinion of Alcoa’sArconic’s
counsel is likely to result in a Material Adverse Effect.  


 


SECTION 3.09.  No
Material Adverse Change.  As of the date of this Agreement, there has been no material adverse change in the business,
assets, operations or financial condition of itself and its Subsidiaries, taken as a whole, except, in the case of AlcoaArconic
and the Borrowing Subsidiaries, as disclosed in the Exchange Act Reports, since December 31, 20137.


 


SECTION 3.10.  Employee
Benefit Plans.  (a)  U.S. Plans.  Each Plan is in compliance with all requirements of
ERISA and the regulations and published interpretations thereunder except to the extent such non-compliance could not reasonably
be expected to result in a Material Adverse Effect.  No Reportable Event has occurred as to which any Borrower or any
ERISA Affiliate was required to file a report with the PBGC that alone or together with any other Reportable Event would reasonably
be expected to result in a liability of such Borrower to the PBGC in an aggregate amount in excess of $50,000,000.  The
aggregate present value of all benefit liabilities under the Plans (based on the assumptions used to fund such Plans) did not,
as of the last annual valuation dates applicable thereto, exceed the aggregate value of the assets of the Plans by more than 10%
of Consolidated Net Worth.  Neither such Borrower nor any ERISA Affiliate has incurred any Withdrawal
Liability that would reasonably be expected to result in a Material Adverse Effect.  Neither such Borrower nor any ERISA
Affiliate has received any notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning
of Title IV of ERISA, and no Responsible Officer of any Borrower has knowledge of any fact which would reasonably be expected to
result in the reorganization or termination of a Multiemployer Plan where such reorganization or termination has resulted or would
reasonably be expected to result, through increases in the contributions required to be made to such Plan or otherwise, in a Material
Adverse Effect.


 






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(b)       Foreign
Plans.  Each Foreign Plan is in compliance with all requirements of law applicable thereto and the respective requirements
of the governing documents for such plan except to the extent such non-compliance could not reasonably be expected to result in
a Material Adverse Effect.  With respect to each Foreign Pension Plan, none of the Borrowers, their respective Affiliates
or any of their directors, officers, employees or agents has engaged in a transaction which would subject any of the Borrowers,
directly or indirectly, to a tax or civil penalty which could reasonably be expected to result in a Material Adverse Effect.  With
respect to each Foreign Plan, adequate reserves have been established in the financial statements furnished to Lenders in respect
of any unfunded liabilities in accordance with applicable law and prudent business practice or, where required, in accordance with
ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained.  The aggregate unfunded liabilities,
after giving effect to any such reserves for such liabilities, with respect to such Foreign Plans could not reasonably be expected
to result in a Material Adverse Effect.  There are no actions, suits or claims (other than routine claims for benefits)
pending or threatened in writing against any of the Borrowers or any of their Affiliates with respect to any Foreign Plan which
could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.


 


SECTION 3.11.  Title
to Properties; Possession Under Leases.  (a)  Such Borrower and each of its Subsidiaries have good and
marketable title to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title
that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties
and assets for their intended purposes.


 


(b)       Such
Borrower and each of its Subsidiaries have complied with all material obligations under all material leases to which it is a party
and all such leases are in full force and effect.  Such Borrower and its Subsidiaries enjoy peaceful and undisturbed
possession under all such material leases.


 


SECTION 3.12.  Investment
Company Act.  None of AlcoaArconic
or any Borrowing Subsidiary is an “investment company” as defined in, or is required to be registered as an “investment
company” under, the Investment Company Act of 1940.


 


SECTION 3.13.  Tax
Returns.  Such Borrower and its Subsidiaries have filed or caused to be filed all material Federal, state, local
and foreign tax returns required to have been filed by it in all jurisdictions in which such tax returns are required to be filed
and all such tax returns are true, complete and correct in all material respects.  Each Borrower and its Subsidiaries
has paid or caused to be paid all material taxes shown to be due and payable on such returns or on any assessments received by
it, except taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves are maintained
on the applicable financial statements in accordance with GAAP.


 


SECTION 3.14.  Compliance
with Laws and Agreements.  (a)  Neither such Borrower nor any of its Subsidiaries is in violation of any
law, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority,
where such violation or default would reasonably be expected to result in a Material Adverse Effect.


 






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(b)       Neither
such Borrower nor any of its Subsidiaries is in default in any material manner under any provision of any indenture or other agreement
or instrument evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any
of its properties or assets are or may be bound, where such default would be reasonably likely to result in a Material Adverse
Effect.


 


SECTION 3.15.  No
Material Misstatements.  Except for information not prepared by or on behalf of AlcoaArconic
and expressly disclaimed thereby, no information, report, financial statement, exhibit or schedule furnished by or on behalf of
such Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or included herein
or delivered pursuant thereto contained or contains any material misstatement of fact or omitted or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading.


 


SECTION 3.16.  Use
of Proceeds; Federal Reserve Regulations.  The proceeds of any Loan and any Letter of Credit will be used (a) to
refinance indebtedness (if any) outstanding under the Existing Five-Year
Credit Agreement and (b) to provide working capital or for other general corporate purposes.  No part
of the proceeds of any Loan to such Borrower will be used, whether directly or indirectly, and whether immediately, incidentally
or ultimately, for any purpose that entails a violation of any of Regulations U and X.


 


SECTION 3.17.  No
Trusts.  Such Borrower is not entering into this Agreement in its capacity as trustee of any trust.


 


SECTION 3.18.  FCPA.  No
part of the proceeds of the Loans will be used, directly or, to the knowledge of the Borrower, indirectly, for any payments to
any governmental official or employee, political party, official of a political party, candidate for political office, or anyone
else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended.


 


SECTION 3.19.  Sanctions.


 


(a)       Neither
the Borrower nor any of its Subsidiaries, nor any of the directors or officers of the Borrower or any of its Subsidiaries, nor,
to the Borrower’s knowledge, any of the employees, agents or controlled affiliates of the Borrower or any of its Subsidiaries,
is a person that is, or, in the case of the Borrower or its Subsidiaries, is majority-owned or controlled by a person that is (A)
the subject of any Sanctions (a “Sanctioned Person”) or (B) located, organized or resident in a country or territory
(including, without limitation, as of the date hereof, Cuba, Iran, North Korea, Sudan and Syria) that is the subject of Sanctions
that broadly restrict or prohibit dealings with that country or territory (a “Sanctioned Country”).


 


(b)       No
part of the proceeds of a Loan will be used by the Borrower or any of its Subsidiaries, directly or, to the knowledge of the Borrower,
indirectly, (A) to fund or facilitate activities or business of or with any person or in any country or territory that, at the
time of such funding or facilitation, is a Sanctioned Person or Sanctioned Country or (B) in any other manner, in each case as
would result in a violation of Sanctions by any person.


 






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ARTICLE
IV


 


CONDITIONS
OF EFFECTIVENESS, LENDING, LETTERS OF CREDIT

AND DESIGNATION OF BORROWING SUBSIDIARIES


 


The obligations of the
Lenders to make Loans to any Borrower hereunder and the obligation of each Issuer to Issue Letters of Credit hereunder are subject
to the satisfaction of the conditions set forth in Sections, 4.01, 4.02
and 4.03 below (and, in the case of Loans to, or Letters of Credit for the account of, any Borrowing Subsidiary, the satisfaction,
as to such Borrowing Subsidiary, of the conditions set forth in Section 4.04 below) and
the occurrence of the Effective Date:


 


SECTION 4.01.  Effective
Date.  On the Effective Date:[Reserved].


 


(a) The Administrative
Agent shall have received a written opinion reasonably satisfactory to the Administrative Agent and the Lenders of Thomas F. Seligson,
Counsel of Alcoa, dated the Effective Date and addressed to the Administrative Agent and the Lenders.


 


(b) All legal matters
incident to this Agreement and the borrowings hereunder shall be reasonably satisfactory to the Lenders and to Weil, Gotshal &
Manges LLP, counsel for the Administrative Agent.


 


(c) The Administrative
Agent shall have received (i) this Agreement, duly executed and delivered by Alcoa, (ii) a copy, including all amendments thereto,
of the charter of Alcoa, certified as of a recent date by the Secretary of State or other appropriate official of its jurisdiction
of incorporation and a certificate as to the good standing of Alcoa as of a recent date, from such Secretary of State or other
official; (iii) a certificate of the Secretary or Assistant Secretary of Alcoa dated the Effective Date and certifying (A) that
attached thereto is a true and complete copy of the by-laws of Alcoa as in effect on the Effective Date showing all amendments
thereto since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy
of resolutions duly adopted by the Board of Directors of Alcoa authorizing the execution, delivery and performance of this Agreement
and the borrowings by Alcoa hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force
and effect, (C) that the charter of Alcoa has not been amended since the date of the last amendment thereto shown on the certificate
of good standing furnished pursuant to clause (ii) above and (D) as to the incumbency and specimen signature of each officer executing
this Agreement or any other document delivered in connection herewith on behalf of Alcoa; (iv) a certificate of another officer
of Alcoa as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant
to clause (iii) above; and (v) such other documents as the Lenders or Weil, Gotshal & Manges LLP, counsel for the Administrative
Agent may reasonably request.


 


(d) No loans shall be
outstanding under the Existing Five-Year Credit Agreement and the commitments under such agreement shall have been terminated.


 


(e) The representations
and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the Effective Date
with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly
relate to an earlier date.


 


(f) The Administrative
Agent shall have received certificates dated the Effective Date and signed by a Financial Officer of Alcoa confirming the satisfaction
of the conditions precedent set forth in paragraphs (d) and (e) of this Section 4.01 and that as of the Effective Date, no Event
of Default or Default has occurred and is continuing.


 






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(g) The Administrative
Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date.


 


(h) The Administrative
Agent shall have received certificates of a Responsible Officer of Alcoa, each dated the Effective Date and stating that (i) except
as disclosed in the Exchange Act Reports or otherwise disclosed in such certificate, Alcoa and each of its Subsidiaries have complied
in all respects with all Federal, state, local and foreign statutes, ordinances, orders, judgments, rulings and regulations relating
to environmental pollution or to environmental regulation or control except to the extent any such failure so to comply would not,
alone or together with any other such failure, be reasonably likely to result in a Material Adverse Effect; (ii) neither Alcoa
nor any of its Subsidiaries has received notice of any failure so to comply which alone or together with any other such failure
would be reasonably likely to result in a Material Adverse Effect; and (iii) the plants of Alcoa and its Subsidiaries do not manage
any hazardous wastes, toxic pollutants or substances similarly denominated in violation of any applicable law or regulations promulgated
pursuant thereto including, for operations within the United States, the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substance Control
Act, the Clean Air Act, the Clean Water Act or any other applicable law, where such violation would be reasonably likely to result,
individually or together with any such other violations, in a Material Adverse Effect.


 


SECTION 4.02.  All
Borrowings and Issuances of Letters of Credit.  On the date of each Borrowing and each Issuance of a Letter of Credit:


 


(a)       Such
Borrower shall have provided the notice as required by Section 2.03, and, with respect to any Letter of Credit, the Administrative
Agent and the applicable Issuer shall have received a duly executed Letter of Credit Request.


 


(b)       The
representations and warranties set forth in Article III hereof (other than the representations and warranties set forth
in Sections 3.08, 3.09 and 3.10) shall be true and correct in all material respects on and as of the date
of such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date.


 


(c)       Each
Borrower shall be in compliance in all material respects with all the terms and provisions set forth herein on its part to be observed
or performed, and at the time of and immediately after such Borrowing no Event of Default or Default shall have occurred and be
continuing.


 


(d)       In
the case of any Borrowing which would cause the aggregate principal amount of outstanding Loans under this Agreement, and any other
 “Facilities” (as defined in the resolutions duly adopted by the Board of Directors of AlcoaArconic
on May 7January 19,
20092018)
to exceed $10,000,000,000, such Borrowing shall have been duly authorized by AlcoaArconic
and the Administrative Agent shall have received a true and complete copy of resolutions duly adopted by the Board of Directors
of AlcoaArconic
authorizing such Borrowing.


 


(e)       There
shall have been paid to the Administrative Agent, for the account of the Lenders, all fees and expenses (including reasonable fees
and expenses of counsel) due and payable on or before such Borrowing.


 


Each Borrowing by any Borrower, and each
submission by any Borrower to an Issuer of a Letter of Credit Request, and the Issuance of each Letter of Credit requested therein,
shall be deemed to constitute a representation and warranty by such Borrower and, in the case of a Borrowing Subsidiary, AlcoaArconic
on the date of such Borrowing as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.02.  Notwithstanding
any contrary provision hereof, a conversion of a Borrowing to a different Type or a continuation of a Borrowing in its existing
Type shall not be considered a new Borrowing.


 






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SECTION 4.03.  Additional
Conditions to Issuances.  In addition to the other conditions precedent herein set forth, if any Lender becomes,
and during the period it remains, a Defaulting Lender, the Issuer will not be required to Issue any Letter of Credit or to amend
any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date
thereof unless the Administrative Agent and the Issuer are satisfied that any exposure that would result therefrom is eliminated
or fully covered by the Commitments of the Non-Defaulting Lenders or by a sufficient amount deposited in a cash collateral account
maintained by the Administrative Agent or a combination thereof satisfactory to the Administrative Agent and the Issuer.


 


SECTION 4.04.  Designation
of Borrowing Subsidiaries.  On each Designation Date:


 


(a)       The
Administrative Agent shall have received (i) a copy of the charter or equivalent organizational document including all amendments
thereto, of each applicable Borrowing Subsidiary, certified as of a recent date by the Secretary of State or the appropriate foreign
governmental official of the state or country of its organization, and a certificate as to the good standing, if available, of
such Borrowing Subsidiary as of a recent date from such Secretary of State or appropriate foreign governmental official, or such
other evidence of status reasonably satisfactory to the Administrative Agent under such Borrowing Subsidiary’s jurisdiction
of organization, as applicable; (ii) a certificate of the Secretary or Assistant Secretary of such Borrowing Subsidiary dated the
Designation Date and certifying (A) that attached thereto is a true and completed copy of the by-laws, or equivalent governing
document, of such Borrowing Subsidiary as in effect on the Designation Date showing all amendments thereto since the date of the
resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by
the Board of Directors, or equivalent governing body or person, of such Borrowing Subsidiary authorizing the execution, delivery
and performance of this Agreement and the borrowings hereunder, and that such resolutions have not been modified, rescinded or
amended and are in full force and effect, (C) that the charter, or equivalent organizational document, of such Borrowing Subsidiary
has not been amended since the date of the last amendment thereto shown on the certificate of good standing or other evidence of
status furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing or
any other document delivered in connection herewith on behalf of such Borrowing Subsidiary; and (iii) a certificate of another
officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant
to (ii) above.


 


(b)       The
Administrative Agent shall have received a Designation of Borrowing Subsidiary of each applicable Borrowing Subsidiary as provided
in Section 10.04(f).


 


ARTICLE
V


 


AFFIRMATIVE
COVENANTS


 


So long as any Obligation
or any Commitment remains outstanding, unless the Required Lenders shall otherwise consent in writing:


 


SECTION 5.01.  Financial
Statements, Reports, etc.  AlcoaArconic
shall furnish to the Administrative Agent the following, and the Administrative Agent shall make a copy thereof available to each
Lender:


 






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(a)       Within
90 days after the end of each fiscal year its consolidated balance sheet and related statements of income and cash flow audited
by independent public accountants of recognized national standing, accompanied by an opinion of such accountants (which shall not
be qualified as to scope of audit or in any manner calling into question the status of its business as a going concern) to the
effect that such consolidated financial statements fairly present its financial condition and results of operations and that of
its consolidated Subsidiaries, taken as a whole, in accordance with GAAP;


 


(b)       Within
50 days after the end of each of the first three fiscal quarters of each fiscal year, its Form 10-Q as prescribed by the SEC;


 


(c)       No
later than the respective delivery due dates of financial statements under (a) and (b) above, a certificate of a Financial Officer
(i) certifying that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has
occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with
respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating
compliance with the covenant contained in Section 6.03;


 


(d)       Promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed
by it (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the SEC
or any Governmental Authority succeeding to any of or all the functions of the SEC, or with any national securities exchange, or
distributed to its shareholders, as the case may be; and


 


(e)       Promptly,
from time to time, such other information regarding its operations, business affairs and financial condition, or compliance with
the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.


 


Information required
to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more
annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an Approved Electronic
Platform to which the Lenders have been granted access or shall be available on the website of the SEC at http://www.sec.gov (and
a confirming electronic correspondence is delivered or caused to be delivered by AlcoaArconic
to the Administrative Agent providing notice of such availability); provided that AlcoaArconic
shall deliver paper copies of such information to the Administrative Agent for delivery to any Lender that requests such delivery.  Information
required to be delivered pursuant to this Section 5.01 (other than the information that pursuant to the immediately preceding
sentence is deemed to have been delivered if it is made available on the website of the SEC) shall be delivered by electronic communications
pursuant to the procedures set forth in Section 9.03.


 


SECTION 5.02.  Pari
Passu Ranking.  Each Borrower shall ensure that any amounts payable by it hereunder will at all times rank at least
pari passu with all other unsecured, unsubordinated Indebtedness of such Borrower except to the extent any such Indebtedness
may be preferred by law.


 


SECTION 5.03.  Maintenance
of Properties.  Each Borrower shall, and shall cause its Subsidiaries to, maintain and keep its properties in such
repair, working order and condition, and make or cause to be made all such needful and proper repairs, renewals and replacements
thereto, as in the judgment of such Borrower are necessary and in the interests of such Borrower; provided, however,
that nothing in this Section 5.03 shall prevent such Borrower (or any Subsidiary thereof) from selling, abandoning or otherwise
disposing of any of its respective properties or discontinuing a part of its respective businesses from time to time if, (i) in
the judgment of such Borrower, such sale, abandonment, disposition or discontinuance is advisable and (ii) in the case of
a sale or other disposition, is a transaction permitted under Section 6.02.


 






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SECTION 5.04.  Obligations
and Taxes.  Each Borrower shall pay its Indebtedness and other obligations that, if not paid, would result in a Material
Adverse Effect before the same shall become delinquent or in default, and pay and discharge all (i) material taxes upon or against
it, or against its properties, and (ii) all claims which could reasonably be expected, if unpaid, to become a Lien upon its property
(other than a Lien permitted under Section 6.01), in each case prior to the date on which penalties attach thereto, unless
and to the extent that any such obligation or tax is being contested in good faith and adequate reserves with respect thereto are
maintained on the applicable financial statements in accordance with GAAP.


 


SECTION 5.05.  Insurance.  Each
Borrower shall, and shall cause its consolidated Subsidiaries to, insure and keep insured, in each case with reputable insurance
companies, so much of its respective properties to such an extent and against such risks, or in lieu thereof, in the case of any
Borrower, maintain or cause to be maintained a system or systems of self-insurance, as is customary in the case of corporations
engaged in the same or similar business or having similar properties similarly situated.


 


SECTION 5.06.  Existence;
Businesses and Properties.  (a)  Each Borrower shall do or cause to be done all things necessary to preserve,
renew and keep in full force and effect its legal existence in its jurisdiction of organization, except as otherwise expressly
permitted under Section 6.02.


 


(b)       Each
Borrower shall do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect
the rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct
of its business as its Board of Directors shall determine in its judgment.


 


SECTION 5.07.  Compliance
with Laws.  (a)  Each Borrower shall comply in all material respects with all applicable laws, rules, regulations
and orders of any Governmental Authority to which it is subject, whether now in effect or hereafter enacted, such that no failure
so to comply will result in the levy of any penalty or fine which shall have a Material Adverse Effect.


 


(b)       Each
Borrower shall comply in all material respects with the applicable provisions of ERISA and all other related applicable laws and
furnish to the Administrative Agent and each Lender (i) as soon as possible, and in any event within 30 days after any Responsible
Officer of such Borrower or any ERISA Affiliate either knows or has reason to know that any ERISA Event has occurred that alone
or together with any other ERISA Event would reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate
amount exceeding $50,000,000, a statement of a Financial Officer setting forth details as to such ERISA Event and the action proposed
to be taken with respect thereto, together with a copy of the notice, if any, of such ERISA Event given to the PBGC or other Governmental
Authority, (ii) promptly after receipt thereof, a copy of any notice such Borrower or any ERISA Affiliate may receive from the
PBGC or other Governmental Authority relating to the intention of the PBGC or other Governmental Authority to terminate any Plan
or Plans (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection
(m) or (o) of Section 414 of the Code), or any Foreign Plan or Foreign Plans, or to appoint a trustee to administer any Plan or
Plans, or any Foreign Plan or Foreign Plans, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section
412(n) of the Code of a notice of failure to make a required installment or other payment with respect to a Plan, a statement of
a Financial Officer setting forth details as to such failure and the action proposed to be taken with respect thereto, together
with a copy of such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by such Borrower
or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by such Borrower or ERISA Affiliate
concerning (A) the imposition of Withdrawal Liability in excess of $50,000,000 or (B) a determination that a Multiemployer Plan
is, or is expected to be, terminated or in reorganization, in each case within the meaning of Title IV of ERISA, if such termination
or reorganization would reasonably be expected to result, alone or with any other such termination or reorganization, in increases
in excess of $50,000,000 in the contributions required to be made to the relevant Plan or Plans.


 






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SECTION 5.08.  Default
Notices.  Each Borrower shall furnish to the Administrative Agent prompt written notice upon its becoming aware of
any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken
with respect thereto.


 


SECTION 5.09.  Borrowing
Subsidiaries.  AlcoaArconic
shall cause each Borrowing Subsidiary at all times to be a wholly-owned Subsidiary.


 


ARTICLE
VI


 


NEGATIVE
COVENANTS


 


Each Borrower covenants
and agrees with each Lender that, so long as any Obligation or any Commitment remains outstanding, unless the Required Lenders
shall otherwise consent in writing, such Borrower will not:


 


SECTION 6.01.  Liens.  (a)  Create
or incur, or permit any Restricted Subsidiary to create or incur, any Lien on its property or assets (including stock or other
securities of any person, including any of its Subsidiaries) now or hereafter acquired by it or on any income or revenues or rights
in respect thereof, securing Indebtedness for borrowed money, without ratably securing the Loans; provided, however,
that the foregoing shall not apply to the following:


 


(i)       Liens
on property or assets of any corporation existing at the time such corporation becomes a Restricted Subsidiary;


 


(ii)       Liens
existing on any property or asset at or prior to the acquisition thereof by such Borrower or a Restricted Subsidiary, Liens on
any property or asset securing the payment of all or any part of the purchase price of such property or asset, Liens on any property
or asset securing any Indebtedness incurred prior to, at the time of or within 180 days after the acquisition of such property
or asset for the purpose of financing all or any part of the purchase price thereof or Liens on any property or asset securing
any Indebtedness incurred for the purpose of financing all or any part of the cost to such Borrower or Restricted Subsidiary of
improvements thereto;


 


(iii)       Liens
securing Indebtedness of a Restricted Subsidiary owing to AlcoaArconic
or to another Restricted Subsidiary;


 


(iv)       Liens
existing on the Effective Date, and set forth on Schedule 6.01(a);


 


(v)       Liens
on property of a person existing at the time such person is merged into or consolidated with AlcoaArconic
or a Restricted Subsidiary or at the time such person becomes a Subsidiary of AlcoaArconic
through the direct or indirect acquisition of capital stock of such person by AlcoaArconic
or at the time of a sale, lease or other disposition of the properties of a person as an entirety or substantially as an entirety
to AlcoaArconic
or a Restricted Subsidiary;


 






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(vi)       Liens
on any property owned by AlcoaArconic
or any Restricted Subsidiary, in favor of the United States of America or any state thereof, or any department, agency or instrumentality
or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political
subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any
Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property
subject to such Liens;


 


(vii)       Liens
for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in
good faith by appropriate proceedings and for which adequate reserves are maintained by the applicable financial statements in
accordance with GAAP; and


 


(viii)       any
extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of the Liens referred
to in clauses (i) through (vi) of this Section 6.01(a); provided, however, that each such extension, renewal
or replacement is limited to all or a part of the property which secured the Lien so extended, renewed or replaced (and any improvements
thereon).


 


(b)       Notwithstanding
paragraph (a) of this Section 6.01 and in addition to the Liens permitted thereunder, each Borrower and any Restricted Subsidiary
may create or incur Liens which would otherwise be subject to the foregoing restrictions to secure Indebtedness for borrowed money
in an aggregate amount which does not at the time exceed 10% of the Consolidated Net Tangible Assets of AlcoaArconic
and its consolidated Subsidiaries at such time.


 


SECTION 6.02.  Consolidation,
Merger, Sale of Assets, etc.  Consolidate or merge with or into any other person or sell, lease or transfer all or
substantially all of its property and assets, or agree to do any of the foregoing, unless (a) no Default or Event of Default has
occurred and is continuing or would result immediately after giving effect thereto, (b) if such Borrower is not the surviving corporation
or if such Borrower sells, leases or transfers all or substantially all of its property and assets, AlcoaArconic
or the surviving corporation or the person purchasing or being leased the assets agrees to be bound by the terms and provisions
applicable to such Borrower hereunder, and (c)(i) in the case of AlcoaArconic,
immediately after such transaction, individuals who were directors of AlcoaArconic
during the twelve month period prior to such merger, sale or lease (together with any replacement or additional directors whose
election was recommended by or who were elected by a majority of directors then in office) constitute the Board of Directors of
the surviving corporation or the person purchasing or being leased the assets and (ii) in the case of a Borrowing Subsidiary, (A)
the surviving corporation or the person purchasing or being leased the assets is AlcoaArconic
or a wholly-owned Subsidiary of AlcoaArconic
and (B) if the surviving corporation or such person is not Alcoa, AlcoaArconic,
Arconic agrees to guarantee pursuant to Article VIII the obligations of such person under this Agreement.


 


SECTION 6.03.  Financial
Undertaking.  In the case of Alcoa, permit the aggregate Indebtedness of Alcoa and its consolidated Subsidiaries, after
eliminating intercompany items, to exceed 150%Consolidated
Net Leverage Ratio.  Arconic shall not permit the ratio of Consolidated Net Worth
of Alcoa and its consolidated Subsidiaries.Debt to
Consolidated EBITDA as of the end of each fiscal quarter for the period of the four fiscal quarters of Arconic most recently ended,
to be greater than 4.50 to 1.00, which maximum level shall step down successively to (i) 4.00 to 1.00 on December 31, 2018, and
(ii) 3.50 to 1.00 on December 31, 2019, and thereafter.


 






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SECTION 6.04.  Change
in Business.  In the case of AlcoaArconic,
together with its consolidated Subsidiaries, cease to be primarily engaged in lightweight metals technology, engineering and manufacturing,
and any other business activities reasonably incidental, complementary or related thereto.


 


ARTICLE
VII


 


EVENTS
OF DEFAULT


 


In case of the happening
of any of the following events (“Events of Default”):


 


(a)       any
Borrower shall default in the payment when due of any principal of any Loan or any Reimbursement Obligation and, if such default
shall result from the failure of any third party payments system used by such Borrower, such default shall continue for a period
of two Business Days;


 


(b)       any
Borrower shall fail to pay when due any interest, fee or other amount payable under this Agreement or AlcoaArconic
shall fail to pay any amount due under Article VIII upon demand therefor, and, in each case, such failure shall continue
for a period of five Business Days;


 


(c)       any
representation or warranty made or deemed made by a Borrower under this Agreement or any statement made by a Borrower in any financial
statement, certificate, report, exhibit or document furnished by or on behalf of such Borrower in connection with this Agreement
shall prove to have been false or misleading in any material respect as of the time when made and, if such representation or warranty
is able to be corrected, such representation or warranty is not corrected within 20 days after such Borrower’s knowledge
that it was false or misleading;


 


(d)       any
Borrower shall default in the performance or observance of any covenant contained in Section 5.02, Section 5.06(a),
Section 5.08 or Article VI;


 


(e)       any
Borrower shall default in the performance or observance of any covenant or agreement under this Agreement (other than those specified
in paragraphs (a), (b) and (d) above) and such default shall continue for a period of 30 days after notice from the Administrative
Agent;


 


(f)       any
Borrower shall (i) (A) default in the payment of any principal or interest beyond any period of grace provided with respect thereto,
due in respect of any Indebtedness in a principal amount in excess of $100,000,000, or (B) fail to observe or perform any other
term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any Indebtedness in a principal
amount in excess of $100,000,000, if the effect of any such default or failure referred to in this clause (i) is to cause such
Indebtedness to become due prior to its stated maturity; or (ii) default in the payment at maturity of any principal in respect
of any Indebtedness in a principal amount in excess of $100,000,000;


 


(g)       a
proceeding shall have been instituted or a petition filed in respect of a Borrower:


 






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(i)       seeking
to have an order for relief entered in respect of such Borrower, or seeking a declaration or entailing a finding that such Borrower
is insolvent or a similar declaration or finding, or seeking dissolution, winding-up, revocation or forfeiture of charter or Memorandum
and Articles of Association, liquidation, reorganization, arrangement, adjustment, composition or other relief with respect to
such Borrower, its assets or its debts under any law relating to bankruptcy, insolvency, relief of debtors or protection of creditors,
termination of legal entities or any other similar law now or hereafter in effect, or


 


(ii)       seeking
appointment of a receiver, trustee, custodian, liquidator, assignee, sequestrator, administrator or other similar official for
such Borrower or for all or any substantial part of its property,


 


and such proceeding or petition shall remain
undismissed for a period of 90 consecutive days or an order or decree approving any of the foregoing shall be entered;


 


(h)       any
Borrower shall become insolvent, shall become generally unable to pay its debts as they become due, shall voluntarily suspend transaction
of its business generally or as a whole, shall make a general assignment for the benefit of creditors, shall institute a proceeding
described in clause (g)(i) above or shall consent to any order or decree described therein, shall institute a proceeding described
in clause (g)(ii) above or shall consent to any such appointment or to the taking of possession by any such official of all or
any substantial part of its property whether or not any such proceeding is instituted, shall dissolve, wind-up or liquidate itself
or any substantial part of its property or shall take any action in furtherance of any of the foregoing;


 


(i)       any
of the following shall have occurred: (i) any person or group of persons shall have acquired beneficial ownership of a majority
in interest of the outstanding Voting Stock of AlcoaArconic
(within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 and the applicable rules and regulations thereunder),
(ii) during any period of 25 consecutive months, commencing before or after the date of this Agreement, individuals who at the
beginning of such 25 month period were directors of AlcoaArconic
(together with any replacement or additional directors whose election was recommended by or who were elected by a majority of directors
then in office) cease to constitute a majority of the Board of Directors of AlcoaArconic
or (iii) any person or group of related persons shall acquire all or substantially all of the assets of AlcoaArconic
provided, however, that a change in control of AlcoaArconic
shall not be deemed to have occurred pursuant to clause (iii) of this paragraph (i) if AlcoaArconic
shall have merged or consolidated with or transferred all or substantially all of its assets to another person in compliance with
the provisions of Section 6.02 and the ratio represented by the total assets of the surviving person, successor or transferee
divided by such person’s stockholders’ equity, in each case as determined and as would be shown in a consolidated balance
sheet of such person prepared in accordance with GAAP (the “Leverage Ratio” of such person) is no greater than
the then Leverage Ratio of AlcoaArconic
immediately prior to such event;


 


(j)       an
ERISA Event or ERISA Events shall have occurred with respect to any Plan or Plans, or any Foreign Plan or Foreign Plans, that reasonably
could be expected to result in liability of any Borrower to the PBGC or other Governmental Authority or to a Plan or Foreign Plan
in an aggregate amount exceeding $100,000,000 and, within 30 days after the reporting of any such ERISA Event to the Administrative
Agent or after the receipt by the Administrative Agent of the statement required pursuant to Section 5.07(b), the Administrative
Agent shall have notified AlcoaArconic
in writing that (i) the Required Lenders have made a determination that, on the basis of such ERISA Event or ERISA Events or the
failure to make a required payment, there are reasonable grounds (A) for the termination of such Plan or Plans, or such Foreign
Plan or Foreign Plans, by the PBGC or other Governmental Authority, (B) for the appointment either by the appropriate United States
District Court of a trustee to administer such Plan or Plans or by an applicable court of law outside the United States of a trustee
to administer such Foreign Plan or Foreign Plans or (C) for the imposition of a lien in favor of a Plan or Foreign Plan and (ii)
as a result thereof an Event of Default exists hereunder; or a trustee shall be appointed by a United States District Court to
administer any such Plan or Plans or by an applicable court of law outside the United States of a trustee to administer such Foreign
Plan or Foreign Plans; or the PBGC or other Governmental Authority shall institute proceedings to terminate any Plan or Plans or
any Foreign Plan or Foreign Plans;


 






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(k)       (i)
any Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal
Liability to such Multiemployer Plan, (ii) such Borrower or such ERISA Affiliate does not have reasonable grounds for contesting
such Withdrawal Liability or is not in fact contesting such Withdrawal Liability in a timely and appropriate manner and does not
have adequate reserves set aside against such Withdrawal Liability and (iii) the amount of the Withdrawal Liability specified in
such notice, when aggregated with all other amounts required to be paid to Multiemployer Plans in connection with Withdrawal Liabilities
(determined as of the date or dates of such notification), exceeds $100,000,000 or requires payments exceeding $50,000,000 in any
calendar year;


 


(l)       any
Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is
in reorganization or is being terminated, within the meaning of Title IV of ERISA, if solely as a result of such reorganization
or termination the aggregate annual contributions of such Borrower and its ERISA Affiliates to all Multiemployer Plans that are
then in reorganization or have been or are being terminated have been or will be increased over the amounts required to be contributed
to such Multiemployer Plans for their most recently completed plan years by an amount exceeding $100,000,000;


 


(m)       one
or more judgments for the payment of money in an aggregate amount in excess of $100,000,000 shall be rendered against any Borrower
or any Subsidiary of any Borrower or any combination thereof and the same shall remain undischarged for a period of 45 consecutive
days during which execution shall not be effectively stayed (unless an appeal or writ of certiorari is being diligently prosecuted),
or any action shall be legally taken by a judgment creditor or creditors holding judgments which in the aggregate exceed $100,000,000
to levy upon assets or properties of any Borrower or any Subsidiary of a Borrower to enforce any such judgment; or


 


(n)       Alcoa’sArconic’s
guarantee under Article VIII and/or a Borrowing Subsidiary’s guarantee under its Subsidiary Guarantee (if any) shall
for any reason fail or cease to be valid and binding on, or enforceable against, AlcoaArconic
or such Borrowing Subsidiary, as applicable, or AlcoaArconic
or any other Borrower shall so state in writing; or


 


(o)       any
provision of any Loan Document (other than Alcoa’sArconic’s
guarantee under Article VIII or a Borrowing Subsidiary’s guarantee under any Subsidiary Guarantee (if any)) after
delivery thereof shall for any reason fail or cease to be valid and binding on, or enforceable against, any Borrower party thereto,
or AlcoaArconic
or any other Borrower shall so state in writing, but only if such events or circumstances, individually or in the aggregate, result
in a Material Adverse Effect; or


 


then, and in every such event (other than
an event described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative
Agent, at the request of the Required Lenders, shall, by written notice to AlcoaArconic,
take either or both of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the obligation
of each Lender to make any Loan and each Issuer to Issue any Letter of Credit shall immediately terminate, and (ii) declare the
Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to
be due and payable, together with accrued interest thereon and any unpaid accrued fees and all other liabilities accrued hereunder,
shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by each Borrower, anything contained herein to the contrary notwithstanding; and in any event described
in paragraph (g) or (h) above, (x) the Commitment of each Lender to make Loans and the commitments of each Lender and Issuer to
Issue or participate in Letters of Credit shall each automatically be terminated and (y) the Loans, all such interest and all such
amounts and Obligations shall automatically become and be due and payable, without presentment, demand, protest or any other notice
of any kind, all of which are hereby expressly waived by each Borrower, anything contained herein to the contrary notwithstanding.


 






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At any time and from
time to time (i) upon and after the last Maturity Date to occur or (ii) as may be required by Section 2.11(b), Section
2.11(d) or Section 2.23(b), the Borrowers shall pay to the Administrative Agent in immediately available funds at the
Administrative Agent’s office referred to in Section 10.01, for deposit in a cash collateral account maintained with
the Administrative Agent, the amount required so that, after such payment, the aggregate funds on deposit in such cash collateral
accounts at any time equals or exceeds 105% of the Dollar Equivalent of all outstanding Letter of Credit Obligations.  The
Administrative Agent may, from time to time after funds are deposited in such cash collateral account, apply funds then held in
such cash collateral account to the payment of any amounts as shall have become or shall become due and payable by any Borrowers
to any Issuer or Lender in respect of the Letter of Credit Obligations.  The Administrative Agent shall promptly give
written notice of any such application to AlcoaArconic;
provided, however, that the failure to give such written notice shall not invalidate any such application.  The
Administrative Agent shall return to AlcoaArconic
all funds remaining in such cash collateral account promptly after the payment in full of all outstanding Letter of Credit Obligations.


 


ARTICLE
VIII


 


GUARANTEE


 


In order to induce the
Administrative Agent, the Lenders and the Issuers to execute and deliver this Agreement and to make and maintain the Loans and
to Issue Letters of Credit:


 


(a)       AlcoaArconic
unconditionally and irrevocably guarantees, as a principal obligor and not merely as a surety, the due and punctual payment and
performance of all Borrowing Subsidiaries Obligations.  AlcoaArconic
further agrees that the Borrowing Subsidiaries Obligations may be extended or renewed, in whole or in part, without notice or further
assent from it, and that it will remain bound upon the provisions of this Article VIII notwithstanding any extension or
renewal of any Borrowing Subsidiary Obligation.


 


(b)       AlcoaArconic
waives presentation to, demand of payment from and protest to any Borrowing Subsidiary of any of the Borrowing Subsidiaries Obligations,
and also waives notice of acceptance of the guarantee set forth in this Article VIII and notice of protest for nonpayment.  The
obligations of AlcoaArconic
hereunder shall not be affected by (i) the failure of the Administrative Agent or any Lender to assert any claim or demand or to
enforce any right or remedy against any Borrower under the provisions of this Agreement or any guarantee; (ii) any extension or
renewal of any provision of this Agreement or any guarantee; or (iii) any rescission, waiver, amendment or modification of any
of the terms or provisions of this Agreement or any guarantee or any other agreement.


 






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(c)       AlcoaArconic
further agrees that the guarantee set forth in this Article VIII constitutes a guarantee of payment when due and not of
collection and waives any right to require that any resort be had by the Administrative Agent or any Lender to the balance of any
deposit account or credit on the books of the Administrative Agent or the relevant Lender, as applicable, in favor of any Borrower
or any other person.


 


(d)       The
obligations of AlcoaArconic
hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim or waiver,
release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the Borrowing Subsidiaries Obligations or otherwise.  Without
limiting the generality of the foregoing, the obligations of AlcoaArconic
hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to
assert any claim or demand or to enforce any remedy under this Agreement, by any waiver or modification of any thereof, by any
default, failure or delay, willful or otherwise, in the performance of the Borrowing Subsidiaries Obligations or by any other act
or omission which may or might in any manner or to any extent vary the risk of AlcoaArconic
or would otherwise operate as a discharge of AlcoaArconic
as a matter of law or equity (other than the defense of payment in satisfaction of such Obligation).


 


(e)       AlcoaArconic
further agrees that this guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment
by any Borrowing Subsidiary to the Administrative Agent or any Lender, or any part thereof, of principal of or interest on such
Borrowing Subsidiary Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender or any holder
of any Borrowing Subsidiaries Obligation upon the bankruptcy or reorganization of such Borrowing Subsidiary or otherwise.


 


(f)       In
furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at
law or in equity against AlcoaArconic
by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Borrowing Subsidiaries Obligation when and as the same
shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, AlcoaArconic
hereby promises to and will, upon receipt of written demand by the Administrative Agent, promptly pay, or cause to be paid, to
such Agent in cash the amount of such unpaid Borrowing Subsidiaries Obligation, and thereupon such Agent shall assign, in any reasonable
manner, the amount of the Borrowing Subsidiaries Obligation paid by AlcoaArconic
pursuant to this guarantee to AlcoaArconic,
such assignment to be pro tanto to the extent to which the Borrowing Subsidiaries Obligation in question was discharged
by AlcoaArconic,
or make such other disposition thereof as AlcoaArconic
shall direct (all without recourse to the Administrative Agent or any Lender and without any representation or warranty by the
Administrative Agent or Lender).


 


Upon payment by AlcoaArconic
of any sums to the Administrative Agent as provided above, all rights of AlcoaArconic
against the Borrowing Subsidiaries arising as a result thereof by way of right of subrogation or otherwise shall in all respects
be subordinate and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiaries Obligations.


 


ARTICLE
IX


 


THE
ADMINISTRATIVE AGENT


 


SECTION 9.01.  Authorization
and Action.  (a)  Each Lender and each Issuer hereby appoints Citi as the Administrative Agent hereunder
and each Lender and each Issuer authorizes the Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements
and to exercise such powers as are reasonably incidental thereto.  Without limiting the foregoing, each Lender and each
Issuer hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan
Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent
may have under such Loan Documents.


 






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(b)       As
to any matters not expressly provided for by this Agreement and the other Loan Documents (including enforcement or collection),
the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required
Lenders, and such instructions shall be binding upon all Lenders and each Issuer; provided, however, that the Administrative
Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to personal
liability unless the Administrative Agent receives an indemnification satisfactory to it from the Lenders and the Issuers with
respect to such action or (ii) is contrary to this Agreement or applicable law including, without limitation, any action that may
be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief
of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors.  The Administrative Agent
agrees to give to each Lender and each Issuer prompt notice of each notice given to it by any Borrower pursuant to the terms of
this Agreement or the other Loan Documents.


 


(c)       In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on
behalf of the Lenders and the Issuers except to the limited extent provided in Section 2.05(c) and Section 10.04(b),
and its duties are entirely administrative in nature.  The Administrative Agent does not assume and shall not be deemed
to have assumed any obligation other than as expressly set forth herein and in the other Loan Documents or any other relationship
as the agent, fiduciary or trustee of or for any Lender, Issuer or holder of any other Obligation.  The Administrative
Agent may perform any of its duties under any Loan Document by or through its agents or employees.


 


(d)       In
the event that Citi or any of its Affiliates is or becomes an indenture trustee under the Trust Indenture Act of 1939 (as amended,
the “Trust Indenture Act”) in respect of any securities issued or guaranteed by any Borrower, the parties hereto
acknowledge and agree that any payment or property received in satisfaction of or in respect of any Obligation of such Borrower
hereunder or under any other Loan Document by or on behalf of Citi in its capacity as such for the benefit of any Borrower under
any Loan Document (other than Citi or an Affiliate of Citi) and which is applied in accordance with the Loan Documents is exempt
from the requirements of Section 311 of the Trust Indenture Act pursuant to Section 311(b)(3) of the Trust Indenture Act.


 


(e)       Neither
the Syndication Agent nor any Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any
other Loan Document and shall incur no liability hereunder or thereunder in such capacity.


 






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SECTION 9.02.  Administrative
Agent’s Reliance, Etc.  None of the Administrative Agent, any of its Affiliates or any of their respective
directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under
or in connection with this Agreement or the other Loan Documents, except to the extent such claim, damage, loss, liability or expense
is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence
or willful misconduct of such person.  Without limiting the foregoing, the Administrative Agent (a) may treat the payee
of any Note as its holder until such Note has been assigned in accordance with Section 10.04, (b) may rely on the Register
to the extent set forth in Section 2.05 and Section 10.04(b), (c) may consult with legal counsel (including counsel
to the Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken
or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (d) makes no
warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties
or representations made by or on behalf of any Borrower in or in connection with this Agreement or any other Loan Document, (e)
shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition
of this Agreement or any other Loan Document, as to the financial condition of any Borrower or as to the existence or possible
existence of any Default or Event of Default and (f) shall incur no liability under or in respect of this Agreement or any other
Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or
electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.


 


SECTION 9.03.  Posting
of Communications.  (a)  AlcoaArconic
and each other Borrower hereby agrees that it will provide to the Administrative Agent all information, documents and other materials
that it is obligated, or otherwise chooses to, furnish to the Administrative Agent pursuant to any Loan Document or in connection
with the transactions contemplated therein, including, without limitation, all notices, requests, financial statements, financial
and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request
for a new, or a conversion of an existing, Borrowing (including any election of an interest rate or Interest Period relating thereto)
or Letter of Credit Request, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the
scheduled payment date therefor, (iii) relates to a termination or a reduction of Commitments pursuant to Section 2.10,
2.23(d) or 10.04(h), (iv) relates to the designation of a Borrowing Subsidiary pursuant to Section 10.04(f),
(v) provides notice of any Default or Event of Default, (vi) is required to be delivered to satisfy any condition precedent under
Article IV or (vii) in accordance with Section 5.01, including clauses (a), (b) and (d) of such
Section, is deemed to have been delivered if it is made available on the website of the SEC (all such non-excluded communications
being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft
medium in a format acceptable to the Administrative Agent to oploanswebadmin@citigroupciti.com.


 


(b)       AlcoaArconic
and each other Borrower further agrees that the Administrative Agent may, but shall not be obligated to, make the Communications
available to the Lenders and the Issuers by posting the Communications on IntraLinksTM,
DebtDomain or a substantially similar electronic platform chosen by the Administrative Agent to be its electronic
transmission system (the “Approved Electronic Platform”).


 


(c)       Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies
implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a dual firewall and
a User ID/Password Authorization System) and the Approved Electronic Platform is secured through a single-user-per-deal authorization
method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of
the Issuers and each Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily
secure and that there are confidentiality and other risks associated with such distribution.  Each of the Lenders, each
of the Issuers and each Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and
understands and assumes the risks of such distribution.


 






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(d)       THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”.  THE
APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE
APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE
COMMUNICATIONS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM.  IN
NO EVENT SHALL THE ADMINISTRATIVE AGENT, any arranger, THE SYNDICATION AGENT OR
ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES
(COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ALCOAARCONIC,
ANY OTHER BORROWER, ANY LENDER, ANY ISSUER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION,
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING
OUT OF ALCOA’SARCONIC’S
OR ANY OTHER BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET.


 


(e)       The
Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its Email address set forth above
shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents.  Each
Lender and each Issuer agrees that notice to it (as provided in the next sentence) specifying that the Communications have been
posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes
of the Loan Documents.  Each Lender and each Issuer agrees (i) to notify the Administrative Agent in writing (including
by electronic communication) from time to time of such Lender’s or Issuer’s (as applicable) Email address to which
the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such Email address.


 


(f)       Each
of the Lenders, each of the Issuers and each Borrower agrees that the Administrative Agent may, but (except as may be required
by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the
Administrative Agent’s generally applicable document retention procedures and policies.


 


(g)       Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or any Issuer to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 


SECTION 9.04.  The
Administrative Agent Individually.  With respect to its Ratable Portion, Citi shall have and may exercise the same
rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any
other Lender or Issuer.  The terms “Issuers”, “Lenders”, “Required Lenders”
and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual
capacity as a Lender, Issuer or as one of the Required Lenders.  Citi and its Affiliates may accept deposits from, lend
money to, and generally engage in any kind of banking, trust or other business with, any Borrower as if Citi were not acting as
the Administrative Agent.


 






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SECTION 9.05.  Indemnification.  Each
Lender agrees to indemnify the Administrative Agent and each of its Affiliates, and each of their respective directors, officers,
employees, agents and advisors (to the extent not reimbursed by the Borrowers, but without affecting the Borrowers’ reimbursement
obligation), from and against such Lender’s aggregate ratable share of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial
and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, the Administrative
Agent or any of its Affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of this
Agreement or the other Loan Documents or any action taken or omitted by the Administrative Agent under this Agreement or the other
Loan Documents; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent any of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of the
Administrative Agent or such Affiliate.  Without limiting the foregoing, each Lender agrees to reimburse the Administrative
Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including fees, expenses and disbursements of financial
and legal advisors) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect
of its rights or responsibilities under, this Agreement or the other Loan Documents, to the extent that the Administrative Agent
is not reimbursed for such expenses by the Borrowers.


 


SECTION 9.06.  Successor
Administrative Agent.  (a) The Administrative Agent may resign at any time by giving 30 days’ prior written
notice thereof to the Lenders and AlcoaArconic,
whether or not a Successor Administrative Agent has been appointed.  Upon any such resignation, the Required Lenders
shall have the right to appoint a successor Administrative Agent.  If no successor Administrative Agent shall have been
so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative
Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent, selected from among the Lenders.  In either case, such appointment shall be subject to
the prior written approval of AlcoaArconic
(which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an
Event of Default).  Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent,
such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of
the retiring Administrative Agent.  Upon the earlier of (x) the date that is 30 days after the giving by the existing
Administrative Agent of a resignation notice pursuant to this Section 9.06 and (y) the acceptance of appointment as Administrative
Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations
under this Agreement and the other Loan Documents.  Prior to any retiring Administrative Agent’s resignation hereunder
as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the
successor Administrative Agent its rights as Administrative Agent under the Loan Documents.  After such resignation,
the retiring Administrative Agent shall continue to have the benefit of this Article IX as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.


 


(b)       In
addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, the Issuer may, upon prior
written notice to AlcoaArconic
and the Administrative Agent, resign as Issuer effective at the close of business New York time on a date specified in such notice
(which date may not be less than 30 days after the date of such notice); provided that such resignation by the Issuer will
have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of any Borrower
or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Issuer.


 






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SECTION
9.07.  Certain ERISA Matters.


 


(a)       Each
Lender (x) represents and warrants, as of the date such person became a Lender party hereto, to, and (y) covenants, from the date
such person became a Lender party hereto to the date such person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Arconic
or any of its Subsidiaries, that at least one of the following is and will be true: 


 


(i)       such
Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of
ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit, or the Commitments,


 


(ii)       the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments, and this Agreement,


 


(iii)       (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments, and this Agreement, (C) the entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments, and this Agreement
satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender,
the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments, and this Agreement, or


 


(iv)       such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)       In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not
provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a),
such Lender further (x) represents and warrants, as of the date such person became a Lender party hereto, to, and (y) covenants,
from the date such person became a Lender party hereto to the date such person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for
the benefit of Arconic or any of its Subsidiaries, that:


 


(i)       none
of the Administrative Agent or any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of
such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,
any Loan Document, or any documents related to hereto or thereto),


 






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(ii)       the
person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments, and this Agreement is independent (within the meaning
of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds,
or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 


(iii)       the
person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments, and this Agreement is capable of evaluating investment
risks independently, both in general and with regard to particular transactions and investment strategies (including in respect
of the Obligations),


 


(iv)       the
person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments, and this Agreement is a fiduciary under ERISA or the Code,
or both, with respect to the Loans, the Letters of Credit, the Commitments, and this Agreement and is responsible for exercising
independent judgment in evaluating the transactions hereunder, and


 


(v)       no
fee or other compensation is being paid directly to the Administrative Agent or any Arranger or any their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments, or this
Agreement.


 


(c)       The
Administrative Agent and each Arranger hereby informs the Lenders that each such person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that
such person has a financial interest in the transactions contemplated hereby in that such person or an Affiliate thereof (i) may
receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, and this Agreement, (ii)
may recognize a gain if it extended the Loans, the Letters of Credit, or the Commitments for an amount less than the amount being
paid for an interest in the Loans, the Letters of Credit, or the Commitments by such Lender or (iii) may receive fees or other
payments in connection with the transactions contemplated hereby, the Loan Documents, or otherwise, including structuring fees,
commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent
or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction
fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees
or fees similar to the foregoing.


 


ARTICLE
X


 


MISCELLANEOUS


 


SECTION 10.01.  Notices.  Except
as provided in Section 9.03, notices and other communications provided for herein shall (unless deemed to have been delivered
in accordance with Section 5.01) be in writing and shall be delivered by hand or overnight courier service, mailed by certified
or registered mail or sent by telecopy or email as follows:


 






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(a)       if
to AlcoaArconic
or a Borrowing Subsidiary, to AlcoaArconic
Inc. at 390 Park Avenue, New York, New York 10022-4608201
Isabella Street, Pittsburgh, PA 15212-5872, Attention of Vice President & Treasurer (Telecopy No. 2412-836553-28072758);


 


(b)       if
to the Administrative Agent, to Citibank, N.A. at 1615 Brett Road, Building #3, New Castle, Delaware, 19720, Attention: Bank Loans
Syndications Department, (Telecopy No: 212646-994274-09615080;
email: GLAgentOfficeOpsGLAgentOfficeOps@citi.com)
with a copy to John Tucker (email: john.d.tucker@citi.com); and


 


(c)       if
to a Lender or an Issuer, to it at its address (or telecopy number) set forth in the applicable Administrative Questionnaire or
in the Assignment and Assumption or, in the case of an Issuer, the applicable assignment document pursuant to which such Issuer
shall have become a party hereto.


 


Any party may subsequently
change its notice address by written notice to the other parties as herein provided.  All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of
receipt if delivered during normal business hours (and otherwise shall be deemed to have been given on the following date) and
if delivered by hand or overnight courier service or sent by telecopy or on the date five Business Days after dispatch by certified
or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section
10.01 or in accordance with the latest unrevoked direction from such party to the Administrative Agent and each Borrower given
in accordance with this Section 10.01.


 


Notices and other communications
to the Lenders and Issuers hereunder may be delivered or furnished by electronic communications pursuant to procedures set forth
in Section 9.03 or otherwise approved by the Administrative Agent; provided that the foregoing shall not apply to
notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender or Issuer;
provided further that any Lender or any Issuer may, upon request, receive a hard copy delivery of any or all such notices.  The
Administrative Agent or AlcoaArconic
may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures set forth in Section 9.03 or otherwise approved by it; provided that approval of such procedures may
be limited to particular notices or communications.


 


Any notice hereunder
shall be effective upon receipt.  Any notice or other communication received on a day which is not a Business Day or
after business hours in the place of receipt shall be deemed to be served on the next following Business Day in such place.  Any
notice given to AlcoaArconic
shall be deemed to have been duly given to each other Borrower at the same time and in the same manner.


 


SECTION 10.02.  Survival
of Agreement.  All covenants, agreements, representations and warranties made by any Borrower herein and in the certificates
or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied
upon by the Lenders and the Issuers and shall survive the making by the Lenders of the Loans and the Issuers’ Issuance of
Letters of Credit, regardless of any investigation made by the Lenders or the Issuers or on their behalf, and shall continue in
full force and effect as long as any Obligation remains outstanding and unpaid and so long as the Commitments have not been terminated.


 






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SECTION 10.03.  Binding
Effect.  This Agreement shall become effective when it shall have been executed by AlcoaArconic
and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, when taken together, bear
the signatures of each Lender and each Issuer, and thereafter shall be binding upon and inure to the benefit of the Borrowers,
the Administrative Agent, each Lender and each Issuer and their respective successors and assigns, except that none of the Borrowers
shall have the right to assign its rights hereunder or any interest herein without the prior consent of all the Lenders and each
Issuer.


 


SECTION 10.04.  Successors
and Assigns; Additional Borrowing Subsidiaries and Subsidiary Guarantees.  (a)  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted
hereby, except that (i) the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder (except
as provided in Section 10.04(f)) without the prior written consent of each Lender and each Issuer (and any attempted assignment
or transfer by the Borrowers without such consent shall be null and void) and (ii) no Lender or Issuer may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this Section.  Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated
hereby, the Related Parties and Indemnitees of each of the
Administrative Agent, the Lenders and the Issuers) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)       (i)       Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (other than to any Borrower
or any Borrower’s Subsidiary or Affiliate or to any natural person) all or a portion of its rights and obligations under
this Agreement (including all or a portion of its rights and obligations with respect to its Commitment, the Loans and the Letters
of Credit) to (1) any other Lender or an Affiliate of such Lender or (2) with the prior written consent (such consent not to be
unreasonably withheld) of:


 


(A)       AlcoaArconic,
provided that no consent of AlcoaArconic
shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event
of Default under clause (a), (b), (g) or (h) of Article VII has occurred and is continuing, any other assignee; and


 


(B)       the
Administrative Agent and each Issuer.


 


(ii)       Assignments
shall be subject to the following conditions:


 


(A)       except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as
of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be
less than $5,000,000 or an integral multiple thereof, unless each of AlcoaArconic
and the Administrative Agent otherwise consent, provided that no such consent of AlcoaArconic
shall be required if an Event of Default under clause (a), (b), (g) or (h) of Article VII has occurred and is continuing);


 


(B)       each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement;


 


(C)       the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500; provided, that the Administrative Agent may, in its sole discretion, elect to waive such
fee in the case of any assignment;


 






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(D)       the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and


 


(E)       in
the case of an assignment to a CLO (as defined below), the assigning Lender shall retain the sole right to approve any amendment,
modification or waiver of any provision of this Agreement; provided that the Assignment and Assumption between such Lender
and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver
described in the proviso to Section 10.08(b) that affects such CLO.


 


For purposes of this
Section 10.04(b), the terms “Approved Fund” and “CLO” have the following meanings:


 


“Approved Fund”
shall mean (a) a CLO and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit,
any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such
Lender or by an Affiliate of such investment advisor.


 


“CLO”
shall mean any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or
otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or
managed by a Lender or an Affiliate of such Lender.


 


(iii)       Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party hereto with respect to the interests assumed and, to
the extent of the interest assigned under such Assignment and Assumption, have the rights and obligations of a Lender and if such
Lender is an Issuer, as Issuer under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned
by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.14, 2.18 and 10.05).


 


(iv)       The
Administrative Agent shall maintain at its address referred to in Section 10.01 a copy of each Assignment and Assumption
delivered to and accepted by it and shall record in the Register the names and addresses of the Lenders and Issuers and the principal
amount of the Loans and Reimbursement Obligations owing to each Lender from time to time and the Commitments of each Lender.  Any
assignment pursuant to this Section 10.04 shall not be effective until such assignment is recorded in the Register.


 


(v)       Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b)
of this Section, the Administrative Agent shall promptly (i) accept such Assignment and Assumption, (ii) record the information
contained therein in the Register and (iii) give notice thereof to AlcoaArconic.  No
assignment shall be effective for purposes of this Agreement until it has been recorded in the Register as provided in this paragraph.


 






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(vi)       In
connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective
unless and until, in addition to the other conditions thereto set forth above, the parties to the assignment shall make such additional
payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be
outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding,
with the consent of AlcoaArconic
and the Administrative Agent, the applicable pro rata share of the Loans previously requested but not funded by the Defaulting
Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment
liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuer and each other Lender hereunder (and interest
accrued thereon) and (y) acquire (and fund as appropriate) its full Ratable Portion of all Loans and participations in Letters
of Credit.  Notwithstanding the foregoing, in the event that any assignment of rights of any Defaulting Lender hereunder
becomes effective under applicable law without compliance with the provisions of this clause (vi), then the assignee of such interest
will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 


(c)(i)Any Lender
may, without the consent of any Borrower, the Administrative Agent or any Issuer, sell participations to one or more banks or other
entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including
all or a portion of its rights and obligations with respect to its Commitment, the Loans and Letters of Credit); provided
that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, the other
Lenders and the Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section
10.08(b) that affects such Participant.  Subject to paragraph (c)(ii) of this Section, AlcoaArconic
agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.14 and 2.18 to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.  To
the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.06 as though it were
a Lender, provided such Participant agrees to be subject to Section 2.16 as though it were a Lender.


 


(ii)       A
Participant shall not be entitled to receive any greater payment under Section 2.12, 2.14 or 2.18 than the
applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale
of the participation to such Participant is made with Alcoa’sArconic’s
prior written consent or unless the right to a greater payment results from a change in law after the Participant becomes a Participant
with respect to such participation.


 


(d)       Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central
banking authority, and the other provisions of this Section 10.04 shall not apply to any such pledge or assignment of a
security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 






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(e)       Any
Issuer may at any time assign its rights and obligations hereunder to any other Lender by an instrument in form and substance satisfactory
to AlcoaArconic,
the Administrative Agent, such Issuer and such Lender, subject to the provisions of Section 2.05(c) relating to notations
of transfer in the Register.  If any Issuer ceases to be a Lender hereunder by virtue of any assignment made pursuant
to this Section, then, as of the effective date of such cessation, such Issuer’s obligations to Issue Letters of Credit pursuant
to Section 2.22 shall terminate and such Issuer shall be an Issuer hereunder only with respect to outstanding Letters of
Credit issued prior to such date.


 


(f)       Unless
an Event of Default has occurred and is continuing, AlcoaArconic
at any time and from time to time, upon not less than 15 Business Days’ notice to the Administrative Agent, each Lender and
each Issuer, may designate any wholly-owned Subsidiary to be a Borrowing Subsidiary upon the completion of the following: (i) each
of AlcoaArconic
and such Subsidiary shall have executed and delivered to the Administrative Agent a Designation of Borrowing Subsidiary and (ii)
such Subsidiary shall have complied with Section 4.04, whereupon (A) such Subsidiary shall become a party hereto and shall
have the rights and obligations of a Borrowing Subsidiary hereunder and (B) the obligations of such Subsidiary shall become part
of the Borrowing Subsidiaries Obligations and the guarantee of AlcoaArconic
pursuant to Article VIII hereof shall apply thereto to the same extent that it applies to the other Borrowing Subsidiaries
Obligations, if any (the date on which any such designation shall occur being called a “Designation Date”).  Following
the giving of notice pursuant to the first sentence of this paragraph, if the designation of such Borrowing Subsidiary obligates
the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in
circumstances where the necessary information is not already available to it, AlcoaArconic
shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation or other evidence as is reasonably
requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender, as applicable, to comply
with “know your customer” and other applicable laws and regulations.  


 


(g)       If
AlcoaArconic
shall designate as a Borrowing Subsidiary hereunder any Subsidiary not organized under the laws of the United States or any State
thereof, any Lender may, with notice to the Administrative Agent and AlcoaArconic,
fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Borrowing Subsidiary (and
such Lender shall, to the extent of Loans made to such Subsidiary Borrower, be deemed for all purposes hereof to have pro tanto
assigned such Loans to such Affiliate in compliance with the provisions of this Section 10.04).  Upon receiving
such notice, the Administrative Agent shall record the relevant information in the Register pursuant to Section 10.04(b)(v)
and Section 2.05(b).


 


(h)       As
soon as practicable after receiving notice from AlcoaArconic
or the Administrative Agent of Alcoa’sArconic’s
intent to designate a wholly-owned Subsidiary as a Borrowing Subsidiary, and in any event no later than five Business Days after
the delivery of such notice, with respect to a Borrowing Subsidiary that is organized under the laws of a jurisdiction other than
of the United States or a political subdivision thereof, any Lender or Issuer that may not legally lend to, establish credit for
the account of and/or do any business whatsoever with such Borrowing Subsidiary, directly or through an Affiliate of such Lender
as provided in clause (g) above (each such Lender, a “Protesting Lender”), shall so notify AlcoaArconic
and the Administrative Agent in writing.  With respect to each Protesting Lender, AlcoaArconic
shall, effective on or before the date that such Borrowing Subsidiary shall have the right to borrow hereunder, either (i) notify
the Administrative Agent and such Protesting Lender that the Commitments of such Protesting Lender and in the case of any Protesting
Lender that is an Issuer, that the commitment of such Issuer to Issue Letters of Credit hereunder, shall be terminated; provided
that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and/or Reimbursement
Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or AlcoaArconic
or the relevant Borrowing Subsidiary (in the case of all other amounts), or (ii) cancel its request to designate such Subsidiary
as a “Borrowing Subsidiary” hereunder.


 






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(i) In the event that
any Borrowing Subsidiary shall at any time become a guarantor of Alcoa’s obligations pursuant to and in accordance with the
provisions of the Bridge Loan Agreement, Alcoa shall promptly (and in any event within 10 days) cause such Borrowing Subsidiary
to execute and deliver to the Administrative Agent a Subsidiary Guarantee (and in connection therewith, provide to the Administrative
Agent such documents with respect to such Borrowing Subsidiary corresponding to those set forth in Section 4.01(c)(ii)-(v)).  Any
Borrowing Subsidiary that has executed and delivered a Subsidiary Guarantee pursuant to this Section 10.04(i) shall be automatically
released, without any further action, from its Subsidiary Guarantee if such Borrowing Subsidiary shall at any time cease to guaranty
Alcoa’s obligations pursuant to the Bridge Loan Agreement.


 


SECTION 10.05.  Expenses;
Indemnity.  (a) The Borrowers agree upon demand to pay, or reimburse the Administrative Agent, the Syndication Agent
and each of the Arrangers for all of each such person’s reasonable and documented out-of-pocket costs and expenses of every
type and nature (including the reasonable fees, expenses and disbursements of the Administrative Agent’s counsel, Weil, Gotshal
 & Manges LLP) and for documentary taxes and other charges incurred by each such person in connection with any of the following:
(i) the Administrative Agent’s negotiation or execution of any Loan Document, (ii) the preparation, negotiation, execution
or interpretation of this Agreement (including the satisfaction or attempted satisfaction of any condition set forth in Article
IV), any Loan Document or any proposal letter or commitment letter issued in connection therewith, or the making of the Loans
hereunder, (iii) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection
therewith and with respect to the Administrative Agent’s rights and responsibilities hereunder and under the other Loan Documents,
(iv) the protection, collection or enforcement of any Obligation or the enforcement of any Loan Document, (v) the commencement,
defense or intervention in any court proceeding relating in any way to the Obligations, this Agreement or any other Loan Document,
(vi) the response to, and preparation for, any subpoena or request for document production with which the Administrative Agent
is served or deposition or other proceeding in which the Administrative Agent is called to testify, in each case, relating in any
way to the Obligations, this Agreement or any other Loan Document or (vii) any amendment, consent, waiver, assignment, restatement,
or supplement to any Loan Document or the preparation, negotiation and execution of the same.


 


(b)       The
Borrowers further agree to pay or reimburse the Administrative Agent and each of the Lenders and Issuers upon demand for all out-of-pocket
costs and expenses, including reasonable attorneys’ fees (which shall be limited to one primary counsel and one local counsel
per each applicable jurisdiction), incurred by the Administrative Agent or such Lenders or Issuers in connection with any of the
following: (i) in enforcing any Loan Document or Obligation or exercising or enforcing any other right or remedy available by reason
of an Event of Default, (ii) in connection with any refinancing or restructuring of the credit arrangements provided hereunder
in the nature of a “work-out” or in any insolvency or bankruptcy proceeding with respect to AlcoaArconic
or any other Borrower, (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer,
motion or other pleadings in any legal proceeding relating to the Obligations, any of the Borrowers’ respective Subsidiaries
and related to or arising out of the transactions contemplated hereby or by any other Loan Document or (iv) in taking any other
action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clause (i), (ii) or (iii) above.


 






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(c)       The
Borrowers agree to hold harmless the Administrative Agent, each Lender, each Issuer, the Syndication Agent, each Arranger and each
of their respective affiliates and each of their respective officers, directors, employees, agents, advisors, attorneys and representatives
(each, an “Indemnitee”) from and against any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and disbursements of counsel (which shall be limited to one primary counsel and one local counsel
per each applicable jurisdiction for the Administrative Agent, the Syndication Agent, any Lender or any Issuer, unless, in the
reasonable opinion of the Administrative Agent, representation of all such Indemnitees would be inappropriate due to an actual
or potential conflict of interest, in which case there shall be permitted one additional counsel for such affected Indemnitees)),
joint or several, that may be incurred by or asserted or awarded against any Indemnitee (including in connection with or relating
to any investigation, litigation or proceeding or the preparation of any defense in connection therewith), in each case arising
out of or in connection with or by reason of this Agreement, the other Loan Documents, or any actual or proposed use of the proceeds
of the Facility, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment
by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or any
of its officers, directors, employees or agents.  In the case of an investigation, litigation or other proceeding to
which the indemnity in this Section applies, such indemnity shall be effective, whether or not such investigation, litigation or
proceeding is brought by AlcoaArconic,
any other Borrower or any of their respective directors, security holders or creditors, an Indemnitee or any other person, or an
Indemnitee is otherwise a party thereto and whether or not the transactions contemplated by this Agreement are consummated.  No
Indemnitee shall have any liability (whether in contract, tort or otherwise) to AlcoaArconic,
any other Borrower or any of their respective security holders or creditors for or in connection with the transactions contemplated
by this Agreement, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct.  In no event, however,
shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including,
without limitation, any loss of profits, business or anticipated savings).  Each Borrower hereby waives, releases and
agrees (each for itself and on behalf of its Subsidiaries) not to sue upon any such claim for any special, indirect, consequential
or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.


 


(d)       The
provisions of this Section 10.05 and any other indemnification or other protection provided to any Indemnitee pursuant to
this Agreement shall (i) remain operative and in full force and effect regardless of the expiration of the term of this Agreement,
the consummation of the transactions contemplated hereby, the repayment in full of the Obligations, the invalidity or unenforceability
of any term or provision of this Agreement, or any investigation made by or on behalf of the Administrative Agent or Lender, and
(ii) inure to the benefit of any person that was at the time such claim arose an Indemnitee under this Agreement or any other Loan
Document.  The Administrative Agent, each Lender and each Issuer agrees to use commercially reasonable efforts to promptly
notify AlcoaArconic
of any claims for indemnification or other protection under this Section 10.05; provided, however, that any
failure by such person to deliver any such notice shall not relieve AlcoaArconic
or any other Borrower from its obligations under this Section 10.05.  All amounts due under this Section 10.05
shall be payable on written demand therefor, but shall be subject to the requirements of reasonableness and documentation as set
forth herein.


 






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SECTION 10.06.  Right
of Setoff.  If an Event of Default shall have occurred and be continuing, each Lender and each Issuer is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such
Issuer or its Affiliates to or for the credit or the account of any Borrower against any of and all the Obligations of such Borrower
(or, in the case of AlcoaArconic,
any of and all the Obligations of any Borrower) now or hereafter existing under this Agreement held by such Lender or such Issuer,
irrespective of whether or not such Lender or such Issuer shall have made any demand under this Agreement or otherwise and although
such obligations may be unmatured.  The rights of each Lender and each Issuer under this Section are in addition to other
rights and remedies (including other rights of setoff) which such Lender or such Issuer may have; provided, however, that
in the event that any Defaulting Lender exercises any such right of setoff (i) all amounts so set off will be paid over immediately
to the Administrative Agent for further application in accordance with the provisions of Section 2.23, and, pending such
payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agent, the Issuer and the Lenders and (ii) the Defaulting Lender will provide promptly to the Administrative Agent a statement
describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such rights of setoff.  Each
Lender agrees promptly to notify AlcoaArconic
after any such set-off and application made by such Lender or its Affiliates; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application.  The rights of each Lender under this Section
10.06 are in addition to the other rights and remedies (including other rights of set-off) that such Lender may have.


 


SECTION 10.07.  Applicable
Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK without
regard to any conflict of laws principles thereof that would call for the application of the laws of any other jurisdiction.


 


SECTION 10.08.  Waivers;
Amendment.  (a)  No failure or delay of the Administrative Agent, any Lender or any Issuer in exercising
any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power.  The rights and remedies of the Administrative Agent, the Lenders and the
Issuers hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have.  No
waiver of any provision of this Agreement or consent to any departure by any Borrower therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given.  No notice or demand on any Borrower in any case shall entitle such Borrower
to any further notice or shall entitle such Borrower or any other Borrower to notice or demand in similar or other circumstances.


 






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(b)       Neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrowers and the Required Lenders; provided, however, that no such agreement shall (i) decrease
the principal amount of, or extend the maturity of any principal payment date or date for the payment of any interest on any Loan
or date fixed for payment of any Facility Fee, or waive or excuse any such payment or any part thereof, or decrease the rate of
interest on any Loan, without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment or
decrease the Facility Fee of any Lender without the prior written consent of such Lender, (iii) release any Borrower from its obligations
to repay the principal amount of any Loan or Reimbursement Obligation owing to such Lender (other than by the payment or prepayment
thereof) without the prior written consent of such Lender, (iv) amend or modify the provisions of Sections 2.14 and 2.15,
the provisions of Article VIII, the provisions of this Section or the definition of “Required Lenders”, without
the prior written consent of each Lender, (v) amend, modify or otherwise affect the rights or duties of the Administrative Agent
hereunder without the prior written consent of the Administrative Agent or (vi) amend, modify or otherwise affect the rights or
duties of an Issuer under Section 2.22 without the prior written consent of such Issuer.  Each Lender, each Issuer
and each assignee thereof shall be bound by any waiver, consent, amendment or modification authorized by this Section.  Anything
herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted
by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and
the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether
the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Required
Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such
amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for
the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing
to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender
or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such
Defaulting Lender.


 


SECTION 10.09.  Interest
Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together
with all fees and charges which are treated as interest under applicable law (collectively the “Charges”), as provided
for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved
by any Lender, shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken,
received or reserved by such Lender in accordance with applicable law, the rate of interest payable to such Lender, together with
all Charges payable to such Lender, shall be limited to the Maximum Rate.


 


SECTION 10.10.  Entire
Agreement.  This Agreement and any fee arrangements related hereto constitute the entire contract between the parties
relative to the subject matter hereof.  Any previous agreement among the parties with respect to the subject matter hereof
is superseded by this Agreement and the fee arrangements related hereto.


 


SECTION 10.11.  Waiver
of Jury Trial.  Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it
may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this
Agreement.  Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented,
expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b)
acknowledges that it and the other parties hereto have been induced to enter into this Agreement, as applicable, by, among other
things, the mutual waivers and certifications in this Section 10.11.


 


SECTION 10.12.  Severability.  In
the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way
be affected or impaired thereby.  The parties shall endeavor in good-faith negotiations to replace the invalid, illegal
or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.


 






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SECTION 10.13.  Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together
shall constitute but one contract, and shall become effective as provided in Section 10.03.


 


SECTION 10.14.  Headings.  Article
and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement
and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


SECTION 10.15.  Jurisdiction,
Consent to Service of Process.  (a)  Each party hereto hereby irrevocably and unconditionally submits,
for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of
America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating
to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding will be heard and determined in such New York State court or,
to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.  Nothing in this Agreement shall affect any right that any Lender may otherwise have to bring
any action or proceeding relating to this Agreement against any Borrower or its properties in the courts of any jurisdiction.


 


(b)       Each
party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement in any New York State or Federal court.  Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 


(c)       Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01.  Nothing
in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


(d)       To
the extent that any party hereto has, or hereafter may be entitled to claim, any immunity (whether sovereign or otherwise) from
suit, jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment
in aid of execution or otherwise) with respect to itself, such party hereby waives such immunity in respect of its obligations
hereunder and any other Loan Document to the fullest extent permitted by applicable law and, without limiting the generality of
the foregoing, agrees that the waivers set forth in this Section 10.15(d) shall be effective to the fullest extent now or
hereafter permitted under the Foreign Sovereign Immunities Act of 1976 (as amended, and together with any successor legislation)
and are, and are intended to be, irrevocable for purposes thereof.


 


SECTION 10.16.  Conversion
of Currencies.  (a)  If, for the purpose of obtaining judgment in any court, it is necessary to convert
a sum due hereunder in one currency into another currency, the parties hereto agree, to the fullest extent that they may legally
and effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative
Agent could purchase the first currency with such other currency in The City of New York, on the Business Day immediately preceding
the day on which final judgment is given.


 






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(b)       The
obligation of each Borrower in respect of any such sum due from it to the Administrative Agent, any Lender or any Issuer hereunder
or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or
such Lender or Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent
or such Lender or such Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency
with the Judgment Currency.  If the amount of the Agreement Currency so purchased is less than the sum originally due
to the Administrative Agent or any Lender or Issuer from any Borrower in the Agreement Currency, such Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender or such Issuer, as the case
may be, against such loss.  If the amount of the Agreement Currency so purchased is greater than the sum originally due
to the Administrative Agent or any Lender or Issuer in such currency the Administrative Agent or such Lender or Issuer, as the
case may be, agrees to return the amount of any excess to such Borrower (or to any other person who may be entitled thereto under
applicable law).


 


SECTION 10.17.  National
Security Laws.  (a)  Each Lender and each Issuer hereby notifies each Borrower that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies such Borrower, which information includes the name and address of such
Borrower and other information that will allow such Lender to identify such Borrower in accordance with the Act.


 


(b)       Notwithstanding
any other provision of this Agreement, no Lender or Issuer will assign its rights and obligations under this Agreement, or sell
participations in its rights and/or obligations under this Agreement, to any person who is (i) listed on the Specially Designated
Nationals and Blocked Persons List maintained by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”)
and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation or (ii)
either (A) included within the term “designated national” as defined in the Cuban Assets Control Regulations,
31 C.F.R. Part 515 or (B) designated under Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (published
September 25, 2001) or similarly designated under any related enabling legislation or any other similar executive orders.


 


SECTION 10.18.  Confidentiality.  Each
Lender, each Issuer, the Administrative Agent, the Syndication Agent and each Arranger agree to use all reasonable efforts to keep
information obtained by it pursuant hereto and the other Loan Documents (other than such information that is made public by AlcoaArconic
or any of its Affiliates) confidential in accordance with such person’s customary practices and agrees that it shall not
disclose any such information other than (a) to such person’s respective Affiliates and their respective employees, representatives
and agents that are or are expected to be involved in the evaluation of such information in connection with the Transactions contemplated
by this Agreement and are advised of the confidential nature of such information, (b) to the extent such information presently
is or hereafter becomes available to such person on a non-confidential basis from a source other than AlcoaArconic,
the other Borrowers or any advisor, agent, employee or other representative thereof in each case that identified itself as such,
(c) to the extent disclosure is required by law, regulation or judicial order or requested or required by bank regulators or auditors,
(d) to current or prospective assignees, participants and Approved Funds, grantees described in Section 10.04, any direct
or indirect contractual counterparties to any swap or derivative transaction relating to any Borrower and its Obligations, and
to their respective legal or financial advisors, in each case and to the extent such assignees, participants, Approved Funds, grantees
or counterparties are instructed to comply with, and to cause their advisors to comply with, the provisions of this Section
10.18 or other provisions at least as restrictive as the provisions of this Section 10.18, (e) to any rating agency
when required by it, provided, however, that, prior to any such disclosure, such rating agency shall undertake in
writing to preserve the confidentiality of any confidential information relating to AlcoaArconic
or the other Borrowers received by it from either the Administrative Agent or the Syndication Agent, any of the Arrangers, any
Lender or any Issuer, (f) disclosures in connection with the exercise of any remedies hereunder or under any other Loan Document
and (g) disclosures required or requested by any governmental agency or representative thereof or by the National Association of
Insurance Commissioners or pursuant to legal or judicial process.  Notwithstanding any other provision in this Agreement,
the Administrative Agent hereby agrees that the Borrowers (and each of their respective officers, directors, employees, accountants,
attorneys and other advisors) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S.
tax structure of the Facility and the transactions contemplated hereby and all materials of any kind (including opinions and other
tax analyses) that are provided to it relating to such U.S. tax treatment and U.S. tax structure.


 






    73


     


    

 


SECTION 10.19.  Waiver
of Notice Period Under Existing Five-Year Credit Agreement.  The
requirements under the Existing Five-Year Credit Agreement to provide prior written
notice with respect to the termination of the “Total Commitment”, as such term is defined in the Existing Five-Year
Credit Agreement, is hereby waived.


 


SECTION
10.20.  Acknowledgement and Consent to Bail-In of EEA Financial Institutions.  Notwithstanding anything to
the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability
is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to,
and acknowledges and agrees to be bound by:


 


(a)       the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)       the
effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)       a
reduction in full or in part or cancellation of any such liability;


 


(ii)       a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)       the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


[Signature pages follow]


 




    74


     


    

 


IN WITNESS WHEREOF, AlcoaArconic,
the Administrative Agent, the Syndication Agent, the Lenders and the Issuers have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first written above.


 


	 	ALCOAARCONIC INC.
	 	 
	 	by	 
	 	 	Name:
	 	 	Title:


 


[Signature
Page to Credit Agreement]


 




     


     


    

 


	 	CITIBANK, N. A.,
	 	individually and as 
	 	Administrative Agent, Lender and Issuer
	 	by	 
	 	 	Name:
	 	 	Title:


 


[Signature
Page to Credit Agreement]


 




     


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	individually and as
	 	Syndication Agent, Lender and Issuer
	 	 
	 	by	 
	 	 	Name:
	 	 	Title:



 


[Signature
Page to Credit Agreement]


 



     


     


    

 


	 	[LENDER]
	 	 
	 	by	 
	 	 	Name:
	 	 	Title:


 


[Signature
Page to Credit Agreement]


 




     


     


    

 


EXHIBIT A

TO CREDIT AGREEMENT


[FORM OF]


 


ASSIGNMENT AND ASSUMPTION


 


Assignment
and Assumption, dated as of _________ __, ____ (this “Assignment and Assumption”)
(between [Name of Assignor] (the “Assignor”)
and [Name of Assignee] (the “Assignee”). 


 


Reference
is made to the Credit Agreement, dated as of July 25, 2014 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Alcoa Inc., a Pennsylvania corporation (“Alcoa”),
the Lenders and Issuers party thereto, Citibank N.A., as Administrative Agent for the Lenders and Issuers (in such capacity, the
 “Administrative Agent”), and JPMorgan Chase Bank, N.A., as syndication agent.  Capitalized
terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.


 


The
Assignor and the Assignee hereby agree as follows:


 


1.
As of the Effective Date (as defined below), the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases
and assumes from the Assignor, all of the Assignor’s rights and obligations under the Credit Agreement to the extent related
to the amounts and percentages specified in Section 1 of Schedule I hereto (the “Assigned Interest”).


 


2.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse claim and (ii) it has full power and authority, and has taken all actions
necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby, (b) makes
no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made
in or in connection with the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant
thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other Loan Document, any other instrument or document furnished pursuant thereto or any collateral thereunder, (c) makes no representation
or warranty and assumes no responsibility with respect to the financial condition of Alcoa or the Borrowers or the performance
or observance by Alcoa and the Borrowers of any of their respective obligations under the Credit Agreement or any other Loan Document
or any other instrument or document furnished pursuant thereto and (d) attaches the Note(s), if any, held by the Assignor and requests
that the Administrative Agent exchange such Note(s) for a new Note or Notes.


 


3.
The Assignee (a) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other
Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement, (b) appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to
the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) agrees to be
bound by the terms of the Credit Agreement and perform in accordance with their terms all of the obligations that, by the terms
of the Credit Agreement, are required to be performed by it as a Lender, (d) represents and warrants that it (i) has full power
and authority, and has taken all actions necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and (ii) is sophisticated with respect to decisions to acquire assets of the type represented
by the Assigned Interest and either it or the Person exercising discretion in making the decision to acquire the Assigned Interest
is experienced in acquiring assets of such type, (e) confirms it has received or has been given the opportunity to receive such
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment
and Assumption and to purchase the Assigned Interest independently and without reliance upon the Administrative Agent, the Assignor
or any Lender, (f) specifies as its Domestic Lending Office (and address for notices) and Eurodollar Lending Office the offices
set forth beneath its name on the signature pages hereof and (g) if applicable, attaches two properly completed Forms W-8BEN, W-8ECI
or successor or form prescribed by the Internal Revenue Service of the United States, certifying that such Assignee is entitled
to receive all payments under the Credit Agreement and the Notes payable to it without deduction or withholding of any United States
federal income taxes.


 






    A-1


     


    

 


4.
Following the execution of this Assignment and Assumption by the Assignor and the Assignee, it will be delivered to the Administrative
Agent (together with an assignment fee in the amount of $3,500 payable by the Assignee to the Administrative Agent if required
pursuant to Section 10.04(b) for acceptance and recording by the Administrative Agent.  The effective date of this Assignment
and Assumption shall be the effective date specified in Section 2 of Schedule I hereto (the “Effective Date”).


 


5.
Upon such acceptance and recording by the Administrative Agent, then, as of the Effective Date, (a) the Assignee shall be a party
to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations under the
Credit Agreement of a Lender and (b) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its
rights (except those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents
other than those relating to events or circumstances occurring prior to the Effective Date.


 


6.
Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall
make all payments under the Loan Documents in respect of the interest assigned hereby (a) to the Assignee, in the case of amounts
accrued with respect to any period on or after the Effective Date, and (b) to the Assignor, in the case of amounts accrued with
respect to any period prior to the Effective Date.


 


7.
This Assignment and Assumption shall be governed by, and be construed and interpreted in accordance with, the law of the State
of New York.


 


8.
This Assignment and Assumption may be executed in any number of counterparts and by different parties on separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the
same agreement.  Delivery of an executed counterpart of this Assignment and Assumption by telecopier shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption.


 


9.
This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns.


 


[Signature
Pages Follow]


 




    A-2

     


    

 


	 	In witness whereof,
    the parties hereto have caused this Assignment and Assumption to be executed by their respective officers thereunto duly authorized,
    as of the date first above written.
	 	 
	 	[name of assignor],
	 	as Assignor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[name of assignee],
	 	as Assignee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Address for notices:
	 	 
	 	[Insert Address (including contact name, fax number and e-mail address)]





 


[Signature
Page to Assignment and Assumption]


 






     


     


    

 


	Accepted and Agreed	 
	this __ day of ______ _____:	 
	 	 
	Citibank, N.A.,	 
	as Administrative Agent	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	[Name of Issuer]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	[Alcoa Inc.]1	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 





 



1 If required pursuant to Section
10.04 of the Credit Agreement.


 


[Signature
Page to Assignment and Assumption


 




     


     


    

 


Schedule
I

to

Assignment and Assumption


 


Section
1.


 


	Ratable Portion assigned to Assignee: 	_____________%
	 	 
	Commitment assigned to Assignee:	$____________
	Aggregate outstanding principal amount of Loans assigned to Assignee:	
         

        $____________

	Section 2.	 
	Effective Date:	_______ _, ____


 


A-I-1


 




     


     


    

 


EXHIBIT B

TO CREDIT AGREEMENT


 


	ADMINISTRATIVE QUESTIONNAIRE
	 
	Alcoa Inc.
	 	 	 	 	 
	 	 	 	 	 
	Agent Address:	
        1615 Brett Road

        Building #3

        Attn: Bank Loans Syndication Department

        New Castle, DE  19720
	 	
        Return form to:

        Telephone:

        Facsimile:

        E-mail:
	
        Citibank, N.A.

        212-723-6568

        646-843-3644

        loanssyndicateteam@citi.com

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
         

        It is very important
        that all of the requested information be completed accurately and that this questionnaire be returned
        promptly.  If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for
        each legal entity.

         

	 	 	 	 	 
	 	 	 	 	 
	Legal Name of Lender to appear in Documentation:
	 
	 	 
	Signature Block Information:	 
	 	 	 	 	 
	Type of Lender:	 
	

                                                                                 

                                                                                (Bank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other-please specify)

	 	 	 	 	 
	Lender Parent:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Domestic
    Address	 	Eurodollar
    Address
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    B-1


     


    

 


	Contacts/Notification Methods:  Borrowings, Paydowns, Interest, Fees, etc
	 
	 	Primary
    Credit Contact	 	Secondary
    Credit Contact	 
	Name:	 	 	 	 
	Company:	 	 	 	 
	Title:	 	 	 	 
	Address:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Telephone:	 	 	 	 
	Facsimile:	 	 	 	 
	E-Mail Address:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	Primary
    Operations Contact	 	Primary
    Disclosure Contact	 
	Name:	 	 	 	 
	Company:	 	 	 	 
	Title:	 	 	 	 
	Address:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Telephone:	 	 	 	 
	Facsimile:	 	 	 	 
	E-Mail Address:	 	 	 	 
	 	 	 	 	 
	 	Bid
    Contact	 	Primary
    Disclosure Contact	 
	Name:	 	 		 
	Company:	 	 	 	 
	Title:	 	 	 	 
	Address:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Telephone:	 	 	 	 
	Facsimile:	 	 	 	 
	E-Mail Address:	 	 	 	 


 






    B-2


     


    

 


	Lender’s Domestic Wire Instructions
	 	 	 	 	 
	Bank Name:	
	ABA/Routing No.:	 
	Account Name:	 
	Account No.:	 
	FFC Account Name:	 
	FFC Account No.:	 
	Attention:	 
	Reference:	 
	 	 	 	 
	 	 	 	 
	Lender’s Foreign Wire Instructions
	 	 	 	 
	Currency:	
	Bank Name:	 
	Swift/Routing No.:	 
	Account Name:	 
	Account No.:	 
	FFC Account Name:	 
	FFC Account No.:	 
	Attention:	 
	Reference:	 
	 	 	 	 
						





	Agent’s Wire Instructions
	 	 	 	 
	Bank Name:	Citibank N.A.	 	 
	ABA/Routing No.:	021000089	 	 
	Account Name:	Agency/Medium Term Finance	 	 
	Account No.:	36852248	 	 
	Reference:	Alcoa Inc.	 	 


 






    B-3


     


    

 


	Tax
                                         Documents









 


	

                                                                       


NON-U.S. LENDER INSTITUTIONS:


 


I. Corporations:


If your institution is incorporated outside
of the United States for U.S. federal income tax purposes, and is the beneficial owner of the interest
and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.)
Form W-8BEN-E (Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively
Connected to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental
Agency). 


 


A U.S. taxpayer identification number is
required for any institution submitting Form W-8ECI.  It is also required on Form W-8BEN for certain institutions claiming
the benefits of a tax treaty with the U.S.  Please refer to the instructions when completing the form applicable to your
institution.  In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms.  An
original tax form must be submitted. 


 


II. Flow-Through Entities:



If your institution is organized outside
the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary,
or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through
Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding
statement.  Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the
underlying beneficial owners. 


 


Please refer to the instructions when completing
this form.  In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms.  Original
tax form(s) must be submitted. 


 


U.S. LENDER INSTITUTIONS:


 


If your institution is incorporated or organized
within the United States, you must complete and return Form W-9 (Request for Taxpayer
Identification Number and Certification).  Please be advised that we request that you submit an original Form
W-9.


 


Pursuant to the language contained
in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to
the first payment of income.  Failure to provide the proper tax form when requested may subject your institution to U.S.
tax withholding.





 




    B-4


     


    

 


EXHIBIT C

TO CREDIT AGREEMENT


 


[FORM OF]


 


DESIGNATION OF BORROWING SUBSIDIARY


 


Reference is made to the Credit
Agreement dated as of July 25, 2014, as amended, supplemented, restated or otherwise modified or replaced from time to time, the
 “Credit Agreement”), among Alcoa Inc., a Pennsylvania corporation (“Alcoa”), the Lenders and Issuers party
thereto, Citibank, N.A., as Administrative Agent for the Lenders and Issuers, and JPMorgan Chase Bank, N.A., as Syndication Agent.  Capitalized
terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.


1.
Pursuant to Section 10.04(f) of the Credit Agreement, Alcoa hereby designates
[ ], a [ ] [corporation], a wholly-owned Subsidiary of Alcoa (the “Designated Subsidiary”), effective as of ____ __,
20[  ] (the “Designation Date”), as a Borrowing Subsidiary under the Credit Agreement. 


 


2.
The Designated Subsidiary hereby makes and agrees to be bound by all the representations,
warranties and agreements set forth in Articles III, V and VI of the Credit Agreement.  From and after the Designation
Date, the Designated Subsidiary shall become a party to the Credit Agreement as a Borrowing Subsidiary with the same force and
effect as if originally named as a Borrowing Subsidiary therein and shall have the rights and obligations of a Borrowing Subsidiary
thereunder.


 


3.
This Designation of Borrowing Subsidiary is being delivered to the Administrative Agent together with the
documents set forth in Section 4.04.


 


4.
This Designation of Borrowing Subsidiary shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns.  This Designation of Borrowing Subsidiary shall be governed by and
construed in accordance with the laws of the State of New York.  This Designation of Borrowing Subsidiary may be executed
in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed
counterpart of this Designation of Borrowing Subsidiary by telecopier or other electronic communication shall be effective as delivery
of a manually executed counterpart of this Designation of Borrowing Subsidiary.


 


[Signature page follows]


 




    C-1


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Designation of Borrowing Subsidiary to be executed by their respective officers thereunto duly authorized.


Alcoa
Inc.


By:_________________________


Name:


Title:


Date: ____ __, 20[  ]


[Name of Designated Subsidiary],

   as Designated Subsidiary


By:_________________________


Name:


Title:


Date: ____ __, 20[  ]


Accepted
and Agreed

this __ day of ______ 20[  ]:


CITIBANK, N.A.,


as Administrative Agent


By: ______________________


Name:


Title:


 


[Signature
page to [name of designated subsidiary] designation of borrowing subsidiary]


 




     


     


    

 


EXHIBIT D

TO CREDIT AGREEMENT


 


[FORM OF]


 


ACCESSION AGREEMENT


 


ACCESSION
AGREEMENT dated as of [·], among [                    ]
(the “Acceding Lender”), ALCOA INC., a Pennsylvania corporation (“Alcoa”),
and Citibank, N.A., as administrative agent (the “Administrative Agent”) for the Lenders and
Issuers (as defined in the Credit Agreement referred to below).


 


A.       Reference
is made to the Five-Year Revolving Credit Agreement dated as of July 25, 2014 (as amended from time to time, the “Credit
Agreement”), among Alcoa, the Lenders and Issuers party thereto, Citibank, N.A. (“Citi”),
as Administrative Agent for the Lenders and Issuers, and JPMorgan Chase Bank, N.A., as Syndication Agent.


 


B.       Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


C.       Pursuant
to Section 2.20(a) of the Credit Agreement, Alcoa has invited the Acceding Lender, and the Acceding Lender desires, to become a
party to the Credit Agreement and to assume the obligations of a Lender thereunder.  The Acceding Lender is entering
into this Agreement in accordance with the provisions of the Credit Agreement in order to become a Lender thereunder.


 


Accordingly,
the Acceding Lender, Alcoa and the Administrative Agent agree as follows:


 


SECTION
1. Accession to the Credit Agreement.  (a) The Acceding Lender,
as of the Effective Date, hereby accedes to the Credit Agreement and shall thereafter have the rights and obligations of a Lender
thereunder with the same force and effect as if originally named therein as a Lender.


 


(b)       The
Commitment of the Acceding Lender shall equal the amount set forth opposite its signature hereto.


 


(c)       The
amount of the Acceding Lender’s Commitment hereby supplements Schedule 2.01(a) to the Credit Agreement.


 


SECTION
2.  Representations and Warranties, Agreements of Acceding Lender, etc.  The Acceding
Lender (a) represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver
this Agreement and to become a Lender under the Credit Agreement; (b) confirms that it has received a copy of the Credit Agreement,
together with copies of the most recent financial statements delivered pursuant to Section 5.01 of the Credit Agreement and such
other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement
independently and without reliance upon the Administrative Agent, any other Agent or any Lender; (c) confirms that it will independently
and without reliance upon the Administrative Agent, any other Agent or any Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit
Agreement; (d) agrees that it will perform, in accordance with the terms of the Credit Agreement, all the obligations that by the
terms of the Credit Agreement are required to be performed by it as a Lender and (e) irrevocably appoints Citi as Administrative
Agent under the Credit Agreement.  The Acceding Lender authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Credit Agreement, together
with such actions and powers as are reasonably incidental thereto.


 






    D-1


     


    

 


SECTION
3.  Effectiveness.  (a) This Agreement shall become effective as of [·]
(the “Effective Date”), subject to the Administrative Agent’s receipt of (i) counterparts
of this Agreement duly executed on behalf of the Acceding Lender and Alcoa and (ii) the documents required to be delivered by Alcoa
under the penultimate sentence of Section 2.20 of the Credit Agreement.


 


(b)
       Upon the effectiveness of this Agreement,
the Administrative Agent shall give prompt notice thereof to the Lenders.


 


SECTION
4.  Foreign Lenders.  If the Acceding Lender is organized under the laws of a jurisdiction
outside the United States, it will provide, following the Effective Date, the forms specified in Section 2.18(g) of the Credit
Agreement, at the times specified therein, duly completed and executed by the Acceding Lender.


 


SECTION
5.  Counterparts.  This Agreement may be executed in multiple counterparts, each of
which shall constitute an original, but all of which, when taken together, shall constitute but one instrument.


 


SECTION
6.  Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.


 


SECTION
7.  Severability.  In case any one or more of the provisions contained in this Agreement
should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such
provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability
of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired.  The
parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION
8.  Notices.  All communications and notices hereunder shall be in writing and given
as provided in Section 10.01 of the Credit Agreement.  All communications and notices hereunder to the Acceding Lender
shall be given to it at the address set forth under its signature hereto.


 


[Signature page follows]


 




    D-2


     


    

 


IN
WITNESS WHEREOF, the Acceding Lender, Alcoa and the Administrative Agent have duly executed this Agreement as of the day and year
first above written. 


 


	Commitment

$[_________]	[Acceding Lender],


 


	 	by  	 
	 	Name:	 
	 	Title:	 
	 	Address:	 
	 	 	 
	 	ALCOA INC.,
	 	 	 
	 	by  	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CITIBANK, N.A., as
	 	Administrative Agent,
	 	 	 
	 	by  	 
	 	Name:	 
	 	Title:	 


 




    D-3


     


    

 


EXHIBIT E

TO CREDIT AGREEMENT


 


[FORM OF] LETTER OF CREDIT REQUEST


 


[Name
of Issuer], as an Issuer


  under the Credit Agreement referred


  to
below


[Address]

Attention:


 


Citibank,
N.A.,

as Administrative Agent under the

Credit Agreement referred to below


1615
Brett Road, Building #3


Attention:
Bank Loans Syndication Department


New
Castle, Delaware 19720


 


Attention:  Bank Loan Syndications


 





	 	Re:	[Name
    of Borrower] (the
    “Borrower”)







  


Reference
is made to the Credit Agreement, dated as of July 25, 2014 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Alcoa Inc., the Lenders and Issuers party
thereto, Citibank, N.A., as Administrative Agent for the Lenders and Issuers, and JPMorgan Chase Bank, N.A., as Syndication Agent.  Capitalized
terms used herein and not otherwise defined in this Letter of Credit Request are used herein as defined in the Credit Agreement.


 


The
Borrower hereby gives you notice, irrevocably, pursuant to Section 2.22(c) of the Credit Agreement that the undersigned requests
the issuance of a Letter of Credit by [Name of Issuer] in the form of a [standby] [documentary] Letter of Credit for the benefit
of [Name of Beneficiary], in the amount of [$________] [Amount in Euros (the Dollar Equivalent of which is $_____ as of the date
hereof)]. to be issued on ______ __, ____ (the “Issue Date”) and having an expiration
date of _______ __, ____.


 


The
form of the requested Letter of Credit is attached hereto.


 


The
undersigned hereby certifies that the following statements are true on the date hereof and shall be true on the Issue Date both
before and after giving effect thereto:


 


(a)
the representations and warranties set forth in Article III of the Credit Agreement (other than the representations and warranties
set forth in Section 3.08, 3.09 and 3.10 of the Credit Agreement) are true and correct in all material respects on and as of the
Issue Date with the same effect as though made on and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date; and


 


(b)
no Default or Event of Default has occurred and is continuing on the Issue Date.


 


[Signature page follows]


 






    E-1


     


    

 





	 	[Name of Borrower]
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature
page to letter of credit request]


 




     


     


    

 


EXHIBIT F

TO CREDIT AGREEMENT


 


[FORM OF]


 


SUBSIDIARY GUARANTEE


 


SUBSIDIARY
GUARANTEE dated as of [·], among [___] and [___] (each, a “Borrowing
Subsidiary”) and Citibank, N.A., as administrative agent (the “Administrative Agent”)
for the Lenders and Issuers (as defined in the Credit Agreement referred to below).


 


A.       Reference
is made to the Five-Year Revolving Credit Agreement dated as of July 25, 2014 (as amended from time to time, the “Credit
Agreement”), among Alcoa, the Lenders and Issuers party thereto, Citibank, N.A. (“Citi”),
as Administrative Agent for the Lenders and Issuers, and JPMorgan Chase Bank, N.A., as Syndication Agent.


 


B.       Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


C.       Each
Borrowing Subsidiary will obtain benefits from the incurrence of Loans by the Borrowers pursuant to the Credit Agreement, and accordingly,
desires to execute this Subsidiary Guarantee in order to (i) satisfy the requirements described in Section 10.04(f) of the Credit
Agreement and (ii) induce the Lenders to continue to make Loans to the Borrowers pursuant to the Credit Agreement.


 


Accordingly, each Borrowing Subsidiary
and the Administrative Agent agree as follows:


 


Each Borrowing Subsidiary
unconditionally and irrevocably guarantees, as a principal obligor and not merely as a surety, the due and punctual payment and
performance of all Obligations of Alcoa (the “Guaranteed Obligations”).  Each Borrowing
Subsidiary further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further
assent from it, and that it will remain bound upon the provisions of this Subsidiary Guarantee notwithstanding any extension or
renewal of any Guaranteed Obligation.


 


Each Borrowing
Subsidiary waives presentation to, demand of payment from and protest to any Borrower of any of the Guaranteed Obligations, and
also waives notice of acceptance of the guarantee set forth herein and notice of protest for nonpayment.  No obligations
of any Borrowing Subsidiary hereunder shall be affected by (i) the failure of the Administrative Agent or any Lender to assert
any claim or demand or to enforce any right or remedy against any Borrower under the provisions of the Credit Agreement, this
Subsidiary Guarantee or any other guarantee; (ii) any extension or renewal of any provision of the Credit Agreement, this Subsidiary
Guarantee or any other guarantee; or (iii) any rescission, waiver, amendment or modification of any of the terms or provisions
of the Credit Agreement, this Subsidiary Guarantee or any other guarantee or any other agreement.


 


Each Borrowing Subsidiary
further agrees that the guarantee set forth herein constitutes a guarantee of payment when due and not of collection and waives
any right to require that any resort be had by the Administrative Agent or any Lender to the balance of any deposit account or
credit on the books of the Administrative Agent or the relevant Lender, as applicable, in favor of any Borrower or any other person.


 






    F-1


     


    

 


The obligations of each
Borrowing Subsidiary hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including
any claim or waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations
or otherwise.  Without limiting the generality of the foregoing, the obligations of each Borrowing Subsidiary hereunder
shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any
claim or demand or to enforce any remedy under the Credit Agreement, this Subsidiary Guarantee, by any waiver or modification of
any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations or by any
other act or omission which may or might in any manner or to any extent vary the risk of such Borrowing Subsidiary or would otherwise
operate as a discharge of such Borrowing Subsidiary as a matter of law or equity (other than the defense of payment in satisfaction
of such Obligation).


 


Each Borrowing
Subsidiary further agrees that this guarantee shall continue to be effective or be reinstated, as the case may be, if at any time
payment by any Borrower to the Administrative Agent or any Lender, or any part thereof, of principal of or interest on such Guaranteed
Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender or any holder of any Guaranteed
Obligation upon the bankruptcy or reorganization of Alcoa or otherwise.


 


In furtherance of the
foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against
any Borrowing Subsidiary by virtue hereof, upon the failure of Alcoa to pay any Guaranteed Obligation when and as the same shall
become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Borrowing Subsidiary hereby promises
to and will, upon receipt of written demand by the Administrative Agent, promptly pay, or cause to be paid, to such Agent in cash
the amount of such unpaid Guaranteed Obligation, and thereupon such Agent shall assign, in any reasonable manner, the amount of
the Guaranteed Obligation paid by such Borrowing Subsidiary pursuant to this Subsidiary Guarantee, such assignment to be pro
tanto to the extent to which the Guaranteed Obligation in question was discharged by such Borrowing Subsidiary, or
make such other disposition thereof as such Borrowing Subsidiary shall direct (all without recourse to the Administrative Agent
or any Lender and without any representation or warranty by the Administrative Agent or Lender).


 


Upon
payment by any Borrowing Subsidiary of any sums to the Administrative Agent as provided above, all rights of such Borrowing Subsidiary
against Alcoa arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinate and
junior in right of payment to the prior indefeasible payment in full of all the Guaranteed Obligations.


 


Each
Borrowing Subsidiary hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Articles
III, V and VI of the Credit Agreement.  


 


This Subsidiary Guarantee
shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Subsidiary
Guarantee may be executed in multiple counterparts, each of which shall constitute an original, but all of which, when taken together,
shall constitute but one instrument. 


 


THIS SUBSIDIARY GUARANTEE
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


Anything contained in
this Subsidiary Guarantee to the contrary notwithstanding, the obligations of each Borrowing Subsidiary hereunder shall be limited
to a maximum aggregate amount equal to the greatest amount that would not render such Borrowing Subsidiary’s obligations
hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or
any provisions of applicable state, federal or provincial law (collectively, the “Fraudulent Transfer Laws”),
in each case after giving effect to all other liabilities of such Borrowing Subsidiary, contingent or otherwise, that are relevant
under the Fraudulent Transfer Laws and after giving effect to the value of any rights to subrogation, contribution, reimbursement,
indemnity or similar rights of such Borrowing Subsidiary.


 






     


     


    

 


In case any one or more
of the provisions contained in this Subsidiary Guarantee should be held invalid, illegal or unenforceable in any respect, none
of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal
or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Credit
Agreement shall not in any way be affected or impaired.  The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


All communications and
notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement.


 


[Signature page follows]


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Subsidiary Guarantee to be executed by their respective officers thereunto duly authorized.


[_____],

as Borrowing Subsidiary


By:_________________________


Name:


Title:


Accepted
and Agreed

as of the date first written above:


CITIBANK, N.A.,


as Administrative Agent


By: ______________________


Name:


Title:


 


[Signature Page to Subsidiary
Guarantee]


 




     


     


    

 


SCHEDULE 2.01(a)

TO CREDIT AGREEMENT


 


LENDERS AND COMMITMENTS


 


	Lender	Commitment
	Citibank, N.A.	$247,500,000.00
	JPMorgan Chase Bank, N.A.	$247,500,000.00
	BNP Paribas	$230,000,000.00
	Credit Suisse AG	$230,000,000.00
	Goldman Sachs Bank USA	$230,000,000.00
	Morgan Stanley Bank, N.A.	$230,000,000.00
	Royal Bank of Canada	$230,000,000.00
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$230,000,000.00
	The Royal Bank of Scotland plc	$230,000,000.00
	Australia and New Zealand Banking Group Limited	$125,000,000.00
	Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	$125,000,000.00
	Bank of America, N.A.	$125,000,000.00
	Deutsche Bank AG New York Branch	$125,000,000.00
	Intesa Sanpaolo S.p.A.	$125,000,000.00
	Mizuho Bank, Ltd.	$125,000,000.00
	Sumitomo Mitsui Banking Corporation 	$125,000,000.00
	The Bank of New York Mellon	$125,000,000.00
	U.S. Bank National Association	$125,000,000.00
	Westpac Banking Corporation	$125,000,000.00
	Banco Bradesco S.A., New York Branch	$90,000,000.00
	Crédit Agricole Corporate & Investment Bank	$90,000,000.00
	Industrial and Commercial Bank of China Limited, New York Branch	$90,000,000.00
	Banco do Brasil, S.A.	$50,000,000.00
	Bank of China, New York Branch	$50,000,000.00
	China Merchants Bank Co, Ltd. New York Branch	$50,000,000.00
	PNC Bank, National Association	$50,000,000.00
	Societe Generale	$50,000,000.00
	Standard Chartered Bank	$50,000,000.00
	TD Bank, N.A.	$50,000,000.00
	Riyad Bank, Houston Agency	$25,000,000.00
	Total	$4,000,000,000.00





 






     


     


    

 


SCHEDULE 2.01(b)

TO CREDIT AGREEMENT


 


ISSUERS AND L/C COMMITMENTS


 


	Issuing Bank	Commitment
	Citibank, N.A.	$250,000,000.00
	JPMorgan Chase Bank, N.A.	$250,000,000.00





 






     


     


    

 


SCHEDULE 3.08

TO CREDIT AGREEMENT


 


LITIGATION


 


None.


 




     


     


    

 


SCHEDULE 6.01

TO CREDIT AGREEMENT


 


EXISTING LIENS


 


See attached.


 




     


     


    

 


EXHIBIT B


 


[Amendments to Schedules to Credit Agreement]


 




     


     


    

 


SCHEDULE 2.01(a)

TO CREDIT AGREEMENT


 


LENDERS AND COMMITMENTS


 


	Lender	Commitment
	Citibank, N.A.	$160,000,000
	JPMorgan Chase Bank, N.A.	$160,000,000
	BNP Paribas	$150,000,000
	Mizuho Bank, Ltd.	$150,000,000
	MUFG Bank, Ltd.	$150,000,000
	Royal Bank of Canada	$150,000,000
	Sumitomo Mitsui Banking Corporation	$150,000,000
	SunTrust Bank	$150,000,000
	ABN Amro Capital USA LLC	$130,000,000
	Fifth Third Bank	$130,000,000
	U.S. Bank National Association	$130,000,000
	Credit Suisse AG, Cayman Islands Branch	$100,000,000
	Goldman Sachs Bank USA	$100,000,000
	Morgan Stanley Bank, N.A.	$100,000,000
	Banco Bradesco S.A., New York Branch	$80,000,000
	Bank of China, New York Branch	$80,000,000
	BMO Harris Bank, N.A.	$80,000,000
	Credit Agricole Corporate and Investment Bank	$80,000,000
	Industrial and Commercial Bank of China Limited, New York Branch	$80,000,000
	Intesa Sanpaolo S.p.A. – New York Branch	$80,000,000
	TD Bank, N.A. 	$80,000,000
	The Bank of New York Mellon	$80,000,000
	China Merchants Bank Co., Ltd., New York Branch	$50,000,000
	Citizens Bank, N.A.	$50,000,000
	ING Bank N.V., Dublin Branch	$50,000,000
	PNC Bank, National Association	$50,000,000
	Societe Generale	$50,000,000
	The Bank of Nova Scotia	$50,000,000
	Bayerische Landesbank, New York Branch	$37,500,000
	Standard Chartered Bank	$37,500,000
	M&T Bank	$25,000,000
	Riyad Bank, Houston Agency	$25,000,000
	Westpac Banking Corporation	$25,000,000
	Total	$3,000,000,000





 






     


     


    

 


SCHEDULE 2.01(b)

TO CREDIT AGREEMENT


 


ISSUERS AND L/C COMMITMENTS


 


	Issuing Bank	Commitment
	Citibank, N.A.	$250,000,000.00
	JPMorgan Chase Bank, N.A.	$250,000,000.00





 






     


     


    

 


SCHEDULE 6.01

TO CREDIT AGREEMENT


 


EXISTING LIENS


 


	CONTACT	ENTITY	REGION	
        LIEN 

        TYPE
	CATEGORY	NET LIEN AMT (USD)	DESCRIPTION OF COLLATERAL	
        SECURED 

        PARTY

	Brenda Keating	L3811 SCHLOSSER FORGE CO - RANCHO CUCAMONGA	North America	Leased Equipment	6.01 (a) (v)	629,606.37	Leasehold Improvements	Landlord
	Amy Gabel	L3814 FORGED METALS INC - FONTANA	North America	Leased Structures	6.01 (a) (v)	281,127.89	Leasehold Improvements	Landlord
	Warren O'Brien	L3839 FR METALS LTD - ECCLESFIELD	Europe	Leased Equipment	6.01 (a) (v)	25,526.03	Leased equipment at plant	Lessor
	Iain Ness	L3848 FR FORGINGS LTD - MEADOWHALL	Europe	Leased Equipment	6.01 (a) (v)	65,072.03	Leased equipment at plant	Lessor
	Iain Ness	L3848 FR FORGINGS LTD - MEADOWHALL	Europe	Mortgages/ Leases	6.01 (a) (v)	37,532.27	Leased equipment at plant	 
	James Carter	L3910 RTI ADVANCED FORM - WASHINGTON	North America	Leased Equipment	6.01 (a) (v)	44,932.17	Leasehold Improvements	Landlord
	
         

        Matt Farkas/

        Kimberly Woelber
	
         

        L3922 RTI REMMELE ENGIN - NEW BRIGHTON
	
         

        North America
	
         

        Leased Equipment
	
         

        6.01 (a) (v)
	
         

        8,991.22
	Phone & Network system Equipment, Computer Equipment (A03,A04,A05,A06), Copy Machines/Printers	Cisco Systems Capital Corporation, Celtic Commercial Finance, Xerox Financial Services
	Jacques Bellemare	L3926 RTI CLARO - LAVAL	North America	Leased Equipment	6.01 (a) (v)	9,315,829.33	Makino Mag/T4 Machining Equipment	GE Capital and PNC Equipment Finance
	Jacques Bellemare	L3926 RTI CLARO - LAVAL	North America	Mortgages/ Leases	6.01 (a) (v)	7,372,288.74	Makino Mag/T4 Machining Equipment	GE Capital and PNC Equipment Finance
	Lynn Rawson	L3846 FR FORGINGS LTD - DARLEY DALE	Europe	Leased Equipment	6.01 (a) (v)	31,487.98	Leased equipment at plant	Lessor
	Katalin Kozma	L3852 FR HUNGARIA KFT - EGER	Europe	Leased Equipment	6.01 (a) (v)	571,014.85	Leased equipment at plant	Lessor
	Katalin Kozma	L3852 FR HUNGARIA KFT - EGER	Europe	Mortgages/ Leases	6.01 (a) (v)	178,307.75	Leased equipment at plant	Lessor
	
         

         

         

        David Crawford
	
         

         

         

        L0671 Three Rivers Insurance Co (Arconic Inc)
	
         

         

         

        North America
	
         

         

         

        Pledged Collateral
	
         

         

         

        6.01 (a) (iv)
	
         

         

         

        25,945,681.25
	Three Rivers currently pledges a portion of its investment security assets held at TD Wealth Management as collateral for bank letters of credit issued by TD Bank. Calculated by taking the total amount of LOCs outstanding divided by 80%. As reported to the banks on the Effective Date.	
         

         

         

        TD Bank

	
         

         

         

        David Crawford
	
         

         

         

        L0671 Three Rivers Insurance Co (Arconic Inc)
	
         

         

         

        North America
	
         

         

         

        Pledged Collateral
	
         

         

         

        6.01 (b)
	
         

         

         

        15,592,348.83
	Three Rivers currently pledges a portion of its investment security assets held at TD Wealth Management as collateral for bank letters of credit issued by TD Bank. Calculated by taking the total amount of LOCs outstanding divided by 80%. As adjusted after the Effective Date.	
         

         

         

        TD Bank

	 	 	 	 	 	 	 	 
	 	 	 	 	 Total Lien Amount:	60,099,746.71	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	
        Applicable Lien

        Amounts
	15,592,348.83	 	 





 






     


     


    

 


EXHIBIT C


 


[Amendments to Exhibits to Credit Agreement]


 




     


     


    

 


EXHIBIT A

TO CREDIT AGREEMENT


 


[FORM OF]


 


ASSIGNMENT AND ASSUMPTION


 


Assignment
and Assumption, dated as of _________ __, ____ (this “Assignment and Assumption”) (between [Name
of Assignor] (the “Assignor”) and [Name of Assignee] (the
 “Assignee”).


 


Reference is made to
the Credit Agreement, dated as of June [●], 2018 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Arconic Inc., a Delaware corporation (successor by merger
to Arconic Inc., a Pennsylvania corporation that was formerly known as Alcoa Inc., “Arconic”), the Lenders and
Issuers party thereto, Citibank N.A., as Administrative Agent for the Lenders and Issuers (in such capacity, the “Administrative
Agent”), and JPMorgan Chase Bank, N.A., as syndication agent.  Capitalized terms used herein and not otherwise
defined herein are used herein as defined in the Credit Agreement.


 


The Assignor and the
Assignee hereby agree as follows:


 


		1.	As of the Effective Date (as defined below), the Assignor hereby sells and assigns to the Assignee,
and the Assignee hereby purchases and assumes from the Assignor, all of the Assignor’s rights and obligations under the Credit
Agreement to the extent related to the amounts and percentages specified in Section 1 of Schedule I
hereto (the “Assigned Interest”).



 


		2.	The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of
the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and (ii) it has full
power and authority, and has taken all actions necessary, to execute and deliver this Assignment and Assumption and to consummate
the transactions contemplated hereby, (b) makes no representation or warranty and assumes no responsibility with respect to
any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or
any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto
or any collateral thereunder, (c) makes no representation or warranty and assumes no responsibility with respect to the financial
condition of Arconic or the Borrowers or the performance or observance by Arconic and the Borrowers of any of their respective
obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto
and (d) attaches the Note(s), if any, held by the Assignor and requests that the Administrative Agent exchange such Note(s)
for a new Note or Notes.



 






    A-1


     


    

 


		3.	The Assignee (a) agrees that it will, independently and without reliance upon the Administrative
Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue
to make its own credit decisions in taking or not taking action under the Credit Agreement, (b) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the
other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably
incidental thereto, (c) agrees to be bound by the terms of the Credit Agreement and perform in accordance with their terms
all of the obligations that, by the terms of the Credit Agreement, are required to be performed by it as a Lender, (d) represents
and warrants that it (i) has full power and authority, and has taken all actions necessary, to execute and deliver this Assignment
and Assumption and to consummate the transactions contemplated hereby and (ii) is sophisticated with respect to decisions to acquire
assets of the type represented by the Assigned Interest and either it or the Person exercising discretion in making the decision
to acquire the Assigned Interest is experienced in acquiring assets of such type, (e) confirms it has received or has been
given the opportunity to receive such documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the Assigned Interest independently and without reliance
upon the Administrative Agent, the Assignor or any Lender, (f) specifies as its Domestic Lending Office (and address for notices)
and Eurodollar Lending Office the offices set forth beneath its name on the signature pages hereof and (g) if applicable,
attaches two properly completed Forms W-8BEN, W-8ECI or successor or form prescribed by the Internal Revenue Service of the United
States, certifying that such Assignee is entitled to receive all payments under the Credit Agreement and the Notes payable to it
without deduction or withholding of any United States federal income taxes.



 


		4.	Following the execution of this Assignment and Assumption by the Assignor and the Assignee, it
will be delivered to the Administrative Agent (together with an assignment fee in the amount of $3,500 payable by the Assignee
to the Administrative Agent if required pursuant to Section 10.04(b) for acceptance and recording by the Administrative
Agent.  The effective date of this Assignment and Assumption shall be the effective date specified in Section 2
of Schedule I hereto (the “Effective Date”).



 


		5.	Upon such acceptance and recording by the Administrative Agent, then, as of the Effective Date,
(a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have
the rights and obligations under the Credit Agreement of a Lender and (b) the Assignor shall, to the extent provided in this
Assignment and Assumption, relinquish its rights (except those surviving the payment in full of the Obligations) and be released
from its obligations under the Loan Documents other than those relating to events or circumstances occurring prior to the Effective
Date.



 


		6.	Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date,
the Administrative Agent shall make all payments under the Loan Documents in respect of the interest assigned hereby (a) to
the Assignee, in the case of amounts accrued with respect to any period on or after the Effective Date, and (b) to the Assignor,
in the case of amounts accrued with respect to any period prior to the Effective Date.



 


		7.	This Assignment and Assumption shall be governed by, and be construed and interpreted in accordance
with, the law of the State of New York.



 


		8.	This Assignment and Assumption may be executed in any number of counterparts and by different parties
on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.  Delivery of an executed counterpart of this Assignment and Assumption by
telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.



 


		9.	This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns.



 


[Signature
Pages Follow]


 






    A-2


     


    

 





	 	In witness whereof, the parties hereto have caused this Assignment and Assumption to be executed by their respective officers thereunto duly authorized, as of the date first above written.
	 	 
	 	[name of assignor],
	 	as Assignor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[name of assignee],
	 	as Assignee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Address for notices:
	 	 
	 	[Insert Address (including contact name, fax number and e-mail address)]


 


[Signature
Page to Assignment and Assumption]


 




     


     


    

 


	Accepted and Agreed	 
	this __ day of ______ _____:	 
	 	 
	Citibank, N.A.,	 
	as Administrative Agent	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	[Name of Issuer]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	[Arconic Inc.]1	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 





 



1
If required pursuant to Section 10.04 of the Credit Agreement.


 


[Signature
Page to Assignment and Assumption


 




     


     


    

 


Schedule
I

to

Assignment and Assumption


 


Section 1.


 


	Ratable Portion assigned to Assignee:	_____________%
	 	 
	Commitment assigned to Assignee:	$____________
	Aggregate outstanding principal amount of Loans assigned to Assignee:	
         

        $____________

	Section 2.	 
	Effective Date:	_______ _, ____


 




    A-I-1

     


    

 


EXHIBIT B

TO CREDIT AGREEMENT


 


	ADMINISTRATIVE QUESTIONNAIRE
	 
	Arconic Inc.


 


	Agent Address:	
        1615 Brett Road

        Building #3

        Attn: Bank Loans Syndication Department

        New Castle, DE  19720
	 	
        Return form to:

        Facsimile:

        E-mail:
	
        Citibank, N.A.

        646-843-3644

        loanssyndicateteam@citi.com



 


	
         

        It is very important that all
        of the requested information be completed accurately and that this questionnaire be returned promptly.  If your institution
        is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity.

         



 


	Legal Name of Lender to appear in Documentation:
	 
	 	 
	Signature Block Information:	 


 


	Type of Lender:	 
	 	 
	(Bank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other-please specify)


 


	Lender Parent:	 	 	 	 
	 	 	 	 	 


 


	Domestic Address	 	Eurodollar Address
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 






    B-1


     


    

 


	Contacts/Notification Methods:  Borrowings, Paydowns, Interest, Fees, etc
	 	 	 	 	 
	 	Primary Credit Contact	 	Secondary Credit Contact
	Name:	 	 	 
	Company:	 	 	 
	Title:	 	 	 
	Address:	 	 	 
	 	 	 	 
	 	 	 	 
	Telephone:	 	 	 
	Facsimile:	 	 	 
	E-Mail Address:	 	 	 
	 	 	 	 
	 	Primary Operations Contact	 	Primary Disclosure Contact
	Name:	 	 	 
	Company:	 	 	 
	Title:	 	 	 
	Address:	 	 	 
	 	 	 	 
	 	 	 	 
	Telephone:	 	 	 
	Facsimile:	 	 	 
	E-Mail Address:	 	 	 
	 	 	 	 
	 	Bid Contact	 	Primary Disclosure Contact
	Name:	 	 	 
	Company:	 	 	 
	Title:	 	 	 
	Address:	 	 	 
	 	 	 	 
	Telephone:	 	 	 
	Facsimile:	 	 	 
	E-Mail Address:	 	 	 
	 	 	 	 	 	 


 






    B-2


     


    

 


	Lender’s Domestic Wire Instructions


 


	Bank Name:	 
	ABA/Routing No.:	 
	Account Name:	 
	Account No.:	 
	FFC Account Name:	 
	FFC Account No.:	 
	Attention:	 
	Reference:	 


 


	Lender’s Foreign Wire Instructions
	 	 
	Currency:	 
	Bank Name:	 
	Swift/Routing No.:	 
	Account Name:	 
	Account No.:	 
	FFC Account Name:	 
	FFC Account No.:	 
	Attention:	 
	Reference:	 


 


	Agent’s Wire Instructions
	 	 	 	 
	Bank Name:	Citibank N.A.	 	 
	ABA/Routing No.:	021000089	 	 
	Account Name:	Agency/Medium Term Finance	 	 
	Account No.:	36852248	 	 
	Reference:	Arconic Inc.	 	 


 




    B-3


     


    

 


	Tax Documents


 


NON-U.S. LENDER INSTITUTIONS:


 


I. Corporations:


If your institution is incorporated outside
of the United States for U.S. federal income tax purposes, and is the beneficial owner of the interest and other income
it receives, you must complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN-E
(Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively Connected to a
U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency)
or any new or acceptable substitute or successor form(s).


 


A U.S. taxpayer identification number is
required for any institution submitting Form W-8ECI.  It is also required on Form W-8BEN for certain institutions claiming
the benefits of a tax treaty with the U.S.  Please refer to the instructions when completing the form applicable to your
institution.  In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms.  An
original tax form must be submitted. 


 


II. Flow-Through Entities:



If your institution is organized outside
the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary,
or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through
Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding
statement.  Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the
underlying beneficial owners.


 


Please refer to the instructions when completing
this form.  In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms.  Original
tax form(s) must be submitted. 


 


U.S. LENDER INSTITUTIONS:


 


If your institution is incorporated or
organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification
Number and Certification).  Please be advised that we request that you submit an original Form W-9.


 


Pursuant to the language contained in the tax section
of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment
of income.  Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding.


 




    B-4


     


    

 


EXHIBIT C

TO CREDIT AGREEMENT


[FORM OF]


 


DESIGNATION OF BORROWING SUBSIDIARY


 


Reference is made to the Credit Agreement
dated as of June [●], 2018, as amended, supplemented, restated or otherwise modified or replaced from time to time, the “Credit
Agreement”), among Arconic Inc., a Delaware corporation (successor by merger to Arconic Inc., a Pennsylvania corporation
that was formerly known as Alcoa Inc., “Arconic”), the Lenders and Issuers party thereto, Citibank, N.A., as
Administrative Agent for the Lenders and Issuers, and JPMorgan Chase Bank, N.A., as Syndication Agent.  Capitalized terms
used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.


 


1.       Pursuant
to Section 10.04(f) of the Credit Agreement, Arconic hereby designates [ ], a [ ] [corporation], a wholly-owned Subsidiary
of Arconic (the “Designated Subsidiary”), effective as of ____ __, 20[  ] (the “Designation
Date”), as a Borrowing Subsidiary under the Credit Agreement.


 


2.       The
Designated Subsidiary hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Articles
III, V and VI of the Credit Agreement.  From and after the Designation Date, the Designated Subsidiary
shall become a party to the Credit Agreement as a Borrowing Subsidiary with the same force and effect as if originally named as
a Borrowing Subsidiary therein and shall have the rights and obligations of a Borrowing Subsidiary thereunder.


 


3.       This
Designation of Borrowing Subsidiary is being delivered to the Administrative Agent together with the documents set forth in Section
4.04.


 


4.       This
Designation of Borrowing Subsidiary shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Designation of Borrowing Subsidiary shall be governed by and construed in accordance with
the laws of the State of New York.  This Designation of Borrowing Subsidiary may be executed in any number of counterparts
and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of this Designation
of Borrowing Subsidiary by telecopier or other electronic communication shall be effective as delivery of a manually executed counterpart
of this Designation of Borrowing Subsidiary.


 


[Signature page follows]


 




    C-1


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Designation
of Borrowing Subsidiary to be executed by their respective officers thereunto duly authorized.


 


	Arconic Inc.	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	Date: ____ __, 20[  ]	 
	 	 
	[Name of Designated Subsidiary],	 
	as Designated Subsidiary	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	Date: ____ __, 20[  ]	 
	 	 
	Accepted and Agreed	 
	this __ day of ______ 20[  ]:	 
	 	 
	CITIBANK, N.A.,	 
	as Administrative Agent	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 


[Signature
page to [name of designated subsidiary] designation of borrowing subsidiary]


 




     


     


    

 


EXHIBIT D

TO CREDIT AGREEMENT


[FORM OF]


 


ACCESSION AGREEMENT


 


ACCESSION AGREEMENT dated
as of [·], among [                    ]
(the “Acceding Lender”), ARCONIC INC., a Delaware corporation (successor by merger to Arconic Inc., a Pennsylvania
corporation that was formerly known as Alcoa Inc., “Arconic”), and Citibank, N.A., as administrative agent (the
 “Administrative Agent”) for the Lenders and Issuers (as defined in the Credit Agreement referred to below).


 


A.       Reference
is made to the Amended and Restated Five-Year Revolving Credit Agreement dated as of July 25, 2014 as amended and restated as of
June [●], 2018 (as amended from time to time, the “Credit Agreement”), among Arconic, the Lenders and
Issuers party thereto, Citibank, N.A. (“Citi”), as Administrative Agent for the Lenders and Issuers, and JPMorgan
Chase Bank, N.A., as Syndication Agent.


 


B.       Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


C.       Pursuant
to Section 2.20(a) of the Credit Agreement, Arconic has invited the Acceding Lender, and the Acceding Lender desires, to
become a party to the Credit Agreement and to assume the obligations of a Lender thereunder.  The Acceding Lender is
entering into this Agreement in accordance with the provisions of the Credit Agreement in order to become a Lender thereunder.


 


Accordingly, the Acceding
Lender, Arconic and the Administrative Agent agree as follows:


 


SECTION 1. Accession
to the Credit Agreement.  (a) The Acceding Lender, as of the Effective Date, hereby accedes to the Credit Agreement
and shall thereafter have the rights and obligations of a Lender thereunder with the same force and effect as if originally named
therein as a Lender.


 


(b)       The
Commitment of the Acceding Lender shall equal the amount set forth opposite its signature hereto.


 


(c)       The
amount of the Acceding Lender’s Commitment hereby supplements Schedule 2.01(a) to the Credit Agreement.


 


SECTION 2.  Representations
and Warranties, Agreements of Acceding Lender, etc.  The Acceding Lender (a) represents and warrants that it has
full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to become a Lender under
the Credit Agreement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 5.01 of the Credit Agreement and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement independently and without
reliance upon the Administrative Agent, any other Agent or any Lender; (c) confirms that it will independently and without reliance
upon the Administrative Agent, any other Agent or any Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) agrees that
it will perform, in accordance with the terms of the Credit Agreement, all the obligations that by the terms of the Credit Agreement
are required to be performed by it as a Lender and (e) irrevocably appoints Citi as Administrative Agent under the Credit Agreement.  The
Acceding Lender authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated
to the Administrative Agent by the terms of the Credit Agreement, together with such actions and powers as are reasonably incidental
thereto.


 






    D-1


     


    

 


SECTION 3.  Effectiveness.  (a)
This Agreement shall become effective as of [·] (the “Effective Date”),
subject to the Administrative Agent’s receipt of (i) counterparts of this Agreement duly executed on behalf of the Acceding
Lender and Arconic and (ii) the documents required to be delivered by Arconic under the penultimate sentence of Section 2.20
of the Credit Agreement.


 


(b)        Upon
the effectiveness of this Agreement, the Administrative Agent shall give prompt notice thereof to the Lenders.


 


SECTION 4.  Foreign
Lenders.  If the Acceding Lender is organized under the laws of a jurisdiction outside the United States, it will
provide, following the Effective Date, the forms specified in Section 2.18(g) of the Credit Agreement, at the times specified
therein, duly completed and executed by the Acceding Lender.


 


SECTION 5.  Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which, when taken together,
shall constitute but one instrument.


 


SECTION 6.  Governing
Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 7.  Severability.  In
case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect,
none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid,
illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the
Credit Agreement shall not in any way be affected or impaired.  The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 8.  Notices.  All
communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement.  All
communications and notices hereunder to the Acceding Lender shall be given to it at the address set forth under its signature hereto.


 


[Signature page follows]


 




    D-2


     


    

 


IN WITNESS WHEREOF, the
Acceding Lender, Arconic and the Administrative Agent have duly executed this Agreement as of the day and year first above written.


 


	Commitment

$[_________]	[Acceding Lender],


 


	 	by	                    
	 	Name:
	 	Title:
	 	Address:
	 	 	 
	 	ARCONIC INC.,
	 	 	 
	 	by	 
	 	Name:
	 	Title:
	 	 	 
	 	CITIBANK, N.A., as
	 	Administrative Agent,
	 	 	 
	 	by	 
	 	Name:
	 	Title:


 




    D-3


     


    

 


EXHIBIT E

TO CREDIT AGREEMENT


[FORM OF] LETTER OF CREDIT REQUEST


 


[Name of Issuer],
as an Issuer


  under the Credit Agreement referred


  to
below


[Address]

Attention:


 


Citibank,
N.A.,

as Administrative Agent under the

Credit Agreement referred to below


1615 Brett Road, Building
#3


Attention: Bank Loans Syndication
Department


New Castle, Delaware 19720


 


Attention:  Bank Loan Syndications


 


		Re:	[Name of Borrower]
(the “Borrower”)



 


Reference is made to
the Credit Agreement, dated as of June [●], 2018 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Arconic Inc., the Lenders and Issuers party thereto, Citibank,
N.A., as Administrative Agent for the Lenders and Issuers, and JPMorgan Chase Bank, N.A., as Syndication Agent.  Capitalized
terms used herein and not otherwise defined in this Letter of Credit Request are used herein as defined in the Credit Agreement.


 


The Borrower hereby gives
you notice, irrevocably, pursuant to Section 2.22(c) of the Credit Agreement that the undersigned requests the issuance
of a Letter of Credit by [Name of Issuer] in the form of a [standby] [documentary] Letter of Credit for the benefit of [Name of
Beneficiary], in the amount of [$________] [Amount in Euros (the Dollar Equivalent of which is $_____ as of the date hereof)].
to be issued on ______ __, ____ (the “Issue Date”) and having an expiration date of _______ __, ____.


 


The form of the requested
Letter of Credit is attached hereto.


 


The undersigned hereby
certifies that the following statements are true on the date hereof and shall be true on the Issue Date both before and after giving
effect thereto:


 


(a)       the
representations and warranties set forth in Article III of the Credit Agreement (other than the representations and
warranties set forth in Section 3.08, 3.09 and 3.10 of the Credit Agreement) are true and correct in all material
respects on and as of the Issue Date with the same effect as though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date; and


 


(b)       no
Default or Event of Default has occurred and is continuing on the Issue Date.


 


[Signature page follows]


 






    E-1


     


    

 





	 	[Name of Borrower]
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature
page to letter of credit request]


 




     


     


    

 


EXHIBIT F

TO CREDIT AGREEMENT


[FORM OF]


 


SUBSIDIARY GUARANTEE


 


SUBSIDIARY GUARANTEE
dated as of [·], among [___] and [___] (each, a “Borrowing Subsidiary”)
and Citibank, N.A., as administrative agent (the “Administrative Agent”) for the Lenders and Issuers (as defined
in the Credit Agreement referred to below).


 


A.       Reference
is made to the Amended and Restated Five-Year Revolving Credit Agreement dated as of July 25, 2014 as amended and restated as of
June [●], 2018 (as amended from time to time, the “Credit Agreement”), among Arconic, the Lenders and
Issuers party thereto, Citibank, N.A. (“Citi”), as Administrative Agent for the Lenders and Issuers, and JPMorgan
Chase Bank, N.A., as Syndication Agent.


 


B.       Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


C.       Each
Borrowing Subsidiary will obtain benefits from the incurrence of Loans by the Borrowers pursuant to the Credit Agreement, and accordingly,
desires to execute this Subsidiary Guarantee in order to (i) satisfy the requirements described in Section 10.04(f) of the
Credit Agreement and (ii) induce the Lenders to continue to make Loans to the Borrowers pursuant to the Credit Agreement.


 


Accordingly, each Borrowing
Subsidiary and the Administrative Agent agree as follows:


 


Each Borrowing Subsidiary
unconditionally and irrevocably guarantees, as a principal obligor and not merely as a surety, the due and punctual payment and
performance of all Obligations of Arconic (the “Guaranteed Obligations”).  Each Borrowing Subsidiary
further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent
from it, and that it will remain bound upon the provisions of this Subsidiary Guarantee notwithstanding any extension or renewal
of any Guaranteed Obligation.


 


Each Borrowing Subsidiary
waives presentation to, demand of payment from and protest to any Borrower of any of the Guaranteed Obligations, and also waives
notice of acceptance of the guarantee set forth herein and notice of protest for nonpayment.  No obligations of any Borrowing
Subsidiary hereunder shall be affected by (i) the failure of the Administrative Agent or any Lender to assert any claim or demand
or to enforce any right or remedy against any Borrower under the provisions of the Credit Agreement, this Subsidiary Guarantee
or any other guarantee; (ii) any extension or renewal of any provision of the Credit Agreement, this Subsidiary Guarantee or any
other guarantee; or (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of the Credit Agreement,
this Subsidiary Guarantee or any other guarantee or any other agreement.


 


Each Borrowing Subsidiary
further agrees that the guarantee set forth herein constitutes a guarantee of payment when due and not of collection and waives
any right to require that any resort be had by the Administrative Agent or any Lender to the balance of any deposit account or
credit on the books of the Administrative Agent or the relevant Lender, as applicable, in favor of any Borrower or any other person.


 






    F-1


     


    

 


The obligations of each
Borrowing Subsidiary hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including
any claim or waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations
or otherwise.  Without limiting the generality of the foregoing, the obligations of each Borrowing Subsidiary hereunder
shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any
claim or demand or to enforce any remedy under the Credit Agreement, this Subsidiary Guarantee, by any waiver or modification of
any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations or by any
other act or omission which may or might in any manner or to any extent vary the risk of such Borrowing Subsidiary or would otherwise
operate as a discharge of such Borrowing Subsidiary as a matter of law or equity (other than the defense of payment in satisfaction
of such Obligation).


 


Each Borrowing Subsidiary
further agrees that this guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment
by any Borrower to the Administrative Agent or any Lender, or any part thereof, of principal of or interest on such Guaranteed
Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender or any holder of any Guaranteed
Obligation upon the bankruptcy or reorganization of Arconic or otherwise.


 


In furtherance of the
foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against
any Borrowing Subsidiary by virtue hereof, upon the failure of Arconic to pay any Guaranteed Obligation when and as the same shall
become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Borrowing Subsidiary hereby promises
to and will, upon receipt of written demand by the Administrative Agent, promptly pay, or cause to be paid, to such Agent in cash
the amount of such unpaid Guaranteed Obligation, and thereupon such Agent shall assign, in any reasonable manner, the amount of
the Guaranteed Obligation paid by such Borrowing Subsidiary pursuant to this Subsidiary Guarantee, such assignment to be pro
tanto to the extent to which the Guaranteed Obligation in question was discharged by such Borrowing Subsidiary, or make such
other disposition thereof as such Borrowing Subsidiary shall direct (all without recourse to the Administrative Agent or any Lender
and without any representation or warranty by the Administrative Agent or Lender).


 


Upon payment by any Borrowing
Subsidiary of any sums to the Administrative Agent as provided above, all rights of such Borrowing Subsidiary against Arconic arising
as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinate and junior in right of payment
to the prior indefeasible payment in full of all the Guaranteed Obligations.


 


Each Borrowing Subsidiary
hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Articles III, V
and VI of the Credit Agreement.  


 


This Subsidiary Guarantee
shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Subsidiary
Guarantee may be executed in multiple counterparts, each of which shall constitute an original, but all of which, when taken together,
shall constitute but one instrument.


 






    F-2


     


    

 


THIS SUBSIDIARY GUARANTEE SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


Anything contained in
this Subsidiary Guarantee to the contrary notwithstanding, the obligations of each Borrowing Subsidiary hereunder shall be limited
to a maximum aggregate amount equal to the greatest amount that would not render such Borrowing Subsidiary’s obligations
hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or
any provisions of applicable state, federal or provincial law (collectively, the “Fraudulent Transfer Laws”),
in each case after giving effect to all other liabilities of such Borrowing Subsidiary, contingent or otherwise, that are relevant
under the Fraudulent Transfer Laws and after giving effect to the value of any rights to subrogation, contribution, reimbursement,
indemnity or similar rights of such Borrowing Subsidiary.


 


In case any one or more
of the provisions contained in this Subsidiary Guarantee should be held invalid, illegal or unenforceable in any respect, none
of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal
or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Credit
Agreement shall not in any way be affected or impaired.  The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


All communications and
notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement.


 


[Signature page follows]


 




    F-3


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Subsidiary
Guarantee to be executed by their respective officers thereunto duly authorized.


 


	[_____],	 
	as Borrowing Subsidiary	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


Accepted and Agreed

as of the date first written above:


 


	CITIBANK, N.A.,	 
	as Administrative Agent	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Signature
page to SUBSIDIARY GUARANTEE]